##### Table of Contents





UNITED STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file
    number: 0-51547
      WebMD Health Corp.
 (Exact name of registrant as
    specified in its charter)
  Delaware

20-2783228(State of
    incorporation)

(I.R.S. Employer Identification
    No.)111 Eighth Avenue
    New York, New York

10011(Zip code)(Address of principal executive
    office)   (212) 624-3700 (Registrants
    telephone number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
   Title of each class

Name of each exchange on which registeredCommon Stock, par value $0.01 per share

The Nasdaq Stock Market LLC (Global Select Market)   Securities registered pursuant to Section 12(g) of the
    Act:
  þ o
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting company
    o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 





TABLE OF
    CONTENTS
   
 PageForward-Looking Statements


iiDefinitions of Certain Measures


iiiPART IItem 1.


Business


1Item 1A.


Risk Factors


29Item 1B.


Unresolved Staff Comments


43Item 2.


Properties


43Item 3.


Legal Proceedings


43Item 4.


[Reserved]


43PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


44Item 6.


Selected Financial Data


47Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


49Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


72Item 8.


Financial Statements and Supplementary Data


73Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


73Item 9A.


Controls and Procedures


73Item 9B.


Other Information


74PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


75Item 11.


Executive Compensation


75Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


75Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


75Item 14.


Principal Accountant Fees and Services


75PART IVItem 15.


Exhibits and Financial Statement Schedule


76Signatures


77Financial Statements


F-1Index to Exhibits


E-1EX-10.71EX-10.72EX-10.73EX-12.1EX-21.1EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1EX-99.2EX-99.3EX-99.4    ® ® ® ® ® ® ® ® ® ® ® sm
 i




---



##### Table of Contents



FORWARD-LOOKING
    STATEMENTS  Form 10-K
    
    failure to achieve sufficient levels of usage of our public and
    private portals;
    the inability to successfully deploy new or updated applications
    or services;
    competition in attracting consumers and healthcare professionals
    to our public portals and competition for advertisers and
    sponsors for our public portals;
    events or conditions that have a negative effect on promotional
    or educational spending by pharmaceutical and biotechnology
    companies or on the portion of that spending used for
    Internet-based services like ours;
    the inability to attract and retain qualified personnel;
    adverse economic conditions and disruptions in the capital
    markets;
    adverse changes in general business or regulatory conditions
    affecting the healthcare, information technology and Internet
    industries; and
    the Risk Factors described in Item 1A of this Annual Report.    Form 10-K
     ii




---



##### Table of Contents



DEFINITIONS
    OF CERTAIN MEASURES  The WebMD Health Network
  
    A unique user or unique visitor during
    any calendar month is an individual electronic device that
    accesses a Web site in The WebMD Health Networkduring
    the course of such calendar month, as determined by our tracking
    technology. Accordingly, with respect to such calendar month,
    once an individual electronic device accesses that Web site in
    The WebMD Health Network, that electronic device will
    generally be included in the total number of unique users or
    visitors for that month. Similarly, with respect to any calendar
    month, an electronic device accessing a specific Web site in
    The WebMD Health Networkmay only be counted once as a
    single unique user or visitor regardless of the number of times
    such electronic device accesses that Web site or the number of
    individuals who may use such electronic device. However, if that
    electronic device accesses more than one site within The
    WebMD Health Network during a calendar month, it will be
    counted once for each such site. An electronic device that does
    not access any of the Web sites in The WebMD Health Networkduring a particular calendar month is not included in the
    total number of unique users or visitors for that calendar
    month, even if such electronic device has, in the past, accessed
    one or more of these Web sites. In addition, if an electronic
    device blocks our tracking technology, it will be counted as a
    unique user or visitor in a particular month each time it visits
    one of our Web sites.
    A page view is a Web page that is sent to the
    browser of an electronic device upon a request made by such
    electronic device and received by a server in The WebMD
    Health Network. The number of page views in
    The WebMD Health Networkis not limited by its number of
    unique users or visitors. Accordingly, each unique user or
    visitor may generate multiple page views.
    With respect to any given time period, aggregate page
    views are the total number of page views
    during such time period on all of the Web sites in The WebMD
    Health Network.    The WebMD Health Network, The WebMD
    Health Networks
 iii




---



##### Table of Contents



PART I  Item 1.
    Business  INTRODUCTION
  General
    Information
  (212) 624-3700.
    Overview
    of Our Businesses
    
    enable consumers to obtain detailed information on a particular
    disease or condition, to locate physicians, to store individual
    healthcare information, to assess their personal health status,
    to receive periodic
    e-newsletters
    and alerts on topics of individual interest, and to participate
    in online communities with peers and experts;
    enable physicians and other healthcare professionals to access
    clinical reference sources, to stay abreast of the latest
    clinical information, to learn about new treatment options, to
    earn continuing medical education (or CME) and continuing
    education (or CE) credit and to communicate with peers; and
    enable employers and health plans to provide their employees and
    plan members with access to personalized health and benefit
    information and decision-support technology that helps them make
    more informed benefit, provider and treatment choices.  Public Portals.  The WebMD Health Network www.WebMD.com WebMD Health www.Medscape.com Medscape from WebMD The WebMD Health Network The WebMD Health Network
  WebMD Health Medscape from
 1




---



##### Table of Contents



WebMD
  The WebMD Health
    Network WebMD the Magazine
  Private Portals.
  Available
    Information
  www.wbmd.com Form 10-K, Form 10-Q, Form 8-K,
 2




---



##### Table of Contents



PUBLIC
    PORTALS
  Overview
    of The WebMD Health Network
  The
    WebMD Health Network
  Owned Web Sites. The
    WebMD Health Networks The WebMD
    Health Network
  Consumer Portal Site

Descriptionwww.webmd.com

WebMD Health, our flagship consumer portal.www.medicinenet.com

A health information site for consumers offering content that is
    written and edited by practicing physicians, including an online
    medical dictionary with thousands of medical terms.www.rxlist.com

An online drug directory with over 2,000 drug monographs, which
    are comprehensive descriptions of pharmaceutical products
    (including chemical name, brand names, molecular structure,
    clinical pharmacology, directions and dosage, side effects, drug
    interactions and precautions).www.emedicinehealth.com

A health information site for consumers offering articles
    written and edited by physicians for consumers, including first
    aid and emergency information that is also accessible at
    firstaid.webmd.com.Professional Portal
    Sitewww.medscape.com

Medscape from WebMD, our flagship Web site for physicians
    and other healthcare professionals.www.medscapecme.com

The Web site through which Medscape, LLC distributes online CME
    and CE to physicians and other healthcare professionals.www.theheart.org

One of the leading cardiology Web sites, known for its depth and
    breadth of content in this area.   Third Party Sites. The WebMD Health
    Network The WebMD
    Health Network drugs.com The WebMD Health Network. drugs.com over-the-counter
  Consumer
    Portals
  Introduction. 18-64
 3




---



##### Table of Contents



Overview of Content and Service
    Offerings. WebMD
    Health The WebMD Health
    Network The WebMD
    Health Network. The WebMD Health Network
  WebMD Health
  Key Features of WebMD Health. WebMD
    Health
  Feature

DescriptionWebMD News Center

Daily health news articles that are written by health
    journalists and reviewed by our professional staff.  Content
    focuses on news you can use and the article topics
    reflect national news stories of interest in the popular media
    that day with original perspective from health and medical
    experts.WebMD Editorial Features

Comprehensive content focusing on major health issues that are
    in the news or otherwise contemporary, with emphasis on health
    trends and national health issues.WebMD Daily

Originally produced multi-media content served on our custom
    video player.  WebMD Daily delivers a three to five minute
    health-related video of real patient stories and expert
    interviews, among other things, and includes narration, graphics
    and links to additional content on a given health topic.
    Sponsors are able to stream promotional messages within the
    video feature itself and within the surrounding viewing area. 4




---



##### Table of Contents



Feature

DescriptionWebMD Health Centers

WebMD Health Centers are centralized locations for content and
    services for both WebMD Health editorial offerings and
    sponsor offerings focusing on topics related to health, wellness
    and lifestyle. Each Health Center features newly organized and
    medically reviewed information and enables the user to easily
    locate the top articles, news, community features and health
    assessments for each topic. We also provide users an
    alphabetical listing of all Health Centers and other collections
    of articles, organized by specific health conditions and
    concerns, known as Health A-Z.WebMD Health Guides

Anchored within each Health Center, WebMD Health Guides are
    designed to guide users through the most current symptom,
    diagnosis, treatment and care information related to a
    particular health topic. These unique guides were created by our
    editorial staff of professional health writers in collaboration
    with our proprietary physician network.WebMD Videos
    A-Z

Included in the Health Centers are broadcast-quality health
    videos featuring real stories and expert interviews.Slideshows

Our slideshows are designed to educate users on specific
    conditions and other health topics in an engaging, visually rich
    format.General Medical Information

Our medical library allows consumers to research information
    relating to diseases and common health conditions by providing
    searchable access and easy-to-read content, including: self-care articles drug and supplement references from leading
     publications, including First
    DataBank® clinical trials and research study information a patients guide to medical tests interactive, illustrated presentations that visually
    explain common health conditions and diseases a medical dictionary doctors views on important health topicsWebMD Healthy Pets

The WebMD Healthy Petssite on WebMD.com, launched
    in October 2009, helps owners care for their cats and dogs with
    veterinarian-reviewed information on pet diet and nutrition,
    behavior and training, and preventive care. The site includes
    the WebMD Healthy Pets online newsletter, as well as
    interactive slideshows, videos and expert blogs to assist owners
    with daily decisions for their pets well-being.
    WebMDs pet wellness information allows owners to take an
    active role in managing their pets health. WebMD
    Healthy Petsalso focuses on the human health benefits of
    owning a pet, such as lower blood pressure and less anxiety, as
    well as the impact pets can have on health conditions such as
    allergies and asthma.  5




---



##### Table of Contents



Decision-Support Services and Other Online
    Tools.
  Feature

DescriptionWebMD HealthCheck

Clinical, algorithm-based self assessments for major conditions
    yielding a personalized risk score based upon the users
    individual characteristics (e.g., gender, age, behavioral risks,
    heredity), along with customized recommendations for further
    education, potential treatment alternatives and a summary report
    to share with the users physician.Symptom Checker

An interactive graphic interface with advanced clinical
    decision-support rules that allow users to pinpoint potential
    conditions associated with their physical symptoms, gender and
    age. The Symptom Checker was created by an experienced group of
    physicians trained in the development of clinical
    decision-support applications.Healthy Eating and Diet

An educational channel focusing on diet, food, and fitness,
    designed to help users attain their goals in personal health,
    fitness and weight management. The channel includes expert
    interviews, diet assessment, a personal planner, a food database
    for nutritional information, as well as calculators, portion
    help, and a member area for discussion boards, blogs and user
    support.First Aid & Emergencies

Directs users to educational and treatment information that may
    be useful in the event of certain medical emergencies.  Also
    included in this resource is a First Aid A-Z glossary of terms.Tests & Tools

Provides access to interactive calculators and quizzes to assess
    or demonstrate health topics, including a target heart rate
    calculator, body mass index calculator, pregnancy calculator and
    ovulation calendar.Drugs & Treatments

Users can search for information about prescription and
    over-the-counter medications by brand or generic name, or by
    condition. We also recently launched Drug Insights, a
    community product that allows consumers to anonymously review
    and share their personal experiences with individual
    prescription products.WebMD Physician Finder

Enables users to find and make an appointment with a physician
    based on the physician or practice name, specialty, zip code and
    distance.WebMD Health Manager

A free online service featuring a personal health record (a
    secure application that assists consumers in gathering, storing,
    and sharing essential health data in one centralized location),
    secure message center, personal health risk assessments for
    overall health, condition-specific trackers, medication
    summaries, health calendar with reminders and alerts, printable
    health emergency card, family member health record keeping,
    weight loss, fitness and smoking cessation programs, and fully
    personalized e-newsletter.  6




---



##### Table of Contents



WebMD Mobile. WebMD Mobile
  Membership; Online Communities. e-newsletters
  Feature

DescriptionCommunity Centers

Community Centers are designed to allow members to share their
    experiences and exchange information with other members with
    similar health conditions or concerns.  Community Centers may
    include blogs, moderated message boards and posted member
    columns.e-Newsletters

Our selection of e-Newsletters allows consumers to choose to
    receive regular updates on topics targeted to their particular
    health concerns and on general health-related subjects based on
    their interests.Expert Blogs

Expert healthcare professionals and non-healthcare professional
    members alike chronicle their experience in these online
    journals.Ask an Expert

Health and wellness forums within which users can post their
    health questions and receive support and information from health
    experts, moderators and other members.     WebMD the Magazine. WebMD the
    Magazine WebMD the Magazine
  Professional
    Portals
  Introduction. Medscape
    from WebMD MedscapeCME
 7




---



##### Table of Contents



theheart.org Medscape from WebMD, MedscapeCME
    Medscape from WebMD. Medscape from
    WebMD (www.medscape.com)
  
    timely medical news relating to a variety of specialty areas and
    coverage of professional meetings and conferences;
    full-text medical journal articles and reference content,
    including a comprehensive drug reference; and
    video and written commentary from leading medical experts.  Medscape from WebMDs Medscape from
    WebMD Medscape from WebMD
  Medscape from WebMD Medscape from WebMD Medscape from
    WebMD MedPulse ® e-mail Medscape from WebMD
  Medscape from WebMD emedicine.medscape.com
  theheart.org Cardiology Site . theheart.org www.theheart.org theheart.org theheart.org theheart.org
  Continuing Medical Education
    (CME). MedscapeCME www.medscapecme.com
 8




---



##### Table of Contents



MedscapeCME , MedscapeCME MedscapeCME MedscapeCME
  
    CME Circle.  Third party CME activities,
    including symposia, monographs and CD-ROMs that MedscapeCMEdistributes online.
    CME Live.  Original online events featuring
    live streaming video, audio and synchronized visual
    presentations by experts on key topics and conditions.
    CME Cases.  Original CME activities presented
    by healthcare professionals in a patient case format.
    Resource Centers.  Grant-based collections of
    CME-certified content on the diagnosis and treatment of medical
    conditions.  Physician Connect. Medscape
    from WebMD Physician Connect Physician
    Connect Physician Connect Physician Connect Medscape from WebMD Medscape from WebMD
  Medscape Mobile. Medscape Mobile tm ® Medscape Mobile Medscape Mobile Medscape Mobile The WebMD Health Directory Medscape
    Mobile tm ® ®
  WebMD Professional Services. e-detailing E-details e-detailing.
  Advertising
    and Sponsorship
  The WebMD Health Network
 9




---



##### Table of Contents



The WebMD Health Network The WebMD
    Health Network
      
    Media Solutions.  These are traditional online
    advertising solutions, such as banners, used to reach
    health-involved consumers and physicians and other healthcare
    professionals. In addition, customers can select targeted media
    packages, including condition-specific or specialty-specific
    e-newsletters,
    keyword searches and educational programs.
    Sponsored Editorial Solutions.  These are
    customized collections of articles, topics, and decision-support
    tools and applications, sponsored by clients and distributed
    within WebMD Health.
    E-details.E-details
    are promotional interactive online programs that provide
    clinical education and information to physicians about medical
    conditions, treatments and products.  The WebMD Health Network
  
    our display of approximately six billion pages of healthcare
    information to users visiting our sites in 2009;
    our ability to help advertisers and sponsors reach specific
    groups of consumers and physicians by specialty, product,
    disease, condition or wellness topic, which typically produces a
    more efficient and productive marketing campaign; and
    our ability to provide advertisers and other sponsors with
    objective measures of the effectiveness of their online
    marketing, such as activity levels within the sponsored content
    area.  Sales and
    Marketing
   10




---



##### Table of Contents



Content-Sharing
    and Marketing Relationships
  FDA.
  
    The collaboration includes an online consumer health information
    resource on WebMD.com (www.webmd.com/fda), through which
    consumers can access information on the safety of FDA-regulated
    products, including food, medicine and cosmetics, as well as
    learn how to report problems involving the safety of these
    products directly to the FDA. There are also content and
    multimedia tools on specific topics, such as allergies and
    asthma, childrens health, diabetes, heart health and
    vitamins and supplements.
    FDA information is also located within WebMDs homepage,
    WebMD Health News, WebMD Health Search, RSS feeds, and targeted
    WebMD Newsletters and Special Reports, and also included in
    WebMD the Magazine.
    WebMD also provides FDA public health alerts to all WebMD
    registered users and site visitors that request them. The
    cross-linked joint resource also features the FDAs
    Consumer Updates  timely and
    easy-to-read
    articles that are also posted on the FDAs main consumer
    Web page (www.fda.gov/consumer).    CDC. http://www.medscape.com/partners/cdc/public/cdc-commentary
  Yahoo! The WebMD Health Network
 11




---



##### Table of Contents



International Relationships.
  
    During the third quarter of 2007, we announced an alliance with
    the leading provider of online pharmaceutical and medical
    information in Latin America, Spain and Portugal, pursuant to
    which we are delivering Medscape from WebMDs
    clinical information to these markets.
    In October 2009, we launched a new health information Website in
    the United Kingdom with Boots UK, the United Kingdoms
    leading pharmacy-led health and beauty retailer. The co-branded
    Boots WebMD site at www.WebMD.boots.com features daily
    health and wellness news, condition and healthy living centers,
    interactive health tools, WebMDs symptom checker,
    specialized health search, health videos and interactive slide
    shows. Boots supported the launch with a national marketing and
    consumer education effort to its large UK customer base to
    promote the new site, through in-store marketing, in its health
    and beauty magazines, on its heavily trafficked
    e-commerce
    site and to its large base of loyalty program members. In
    addition, Boots UK has engaged its thousands of pharmacists to
    create awareness of the site and its offerings during their
    frequent patient interactions.    PRIVATE
    PORTALS
  Introduction
    
    changing benefit plan designs to increase deductibles,
    co-payments and other
    out-of-pocket
    costs;
    enhancing health management and wellness programs and providing
    incentives for participation in those programs; and
    taking other steps to motivate employees and plan members to use
    healthcare in a cost-effective manner.    The WebMD Health Network The WebMD Health Networks
 12




---



##### Table of Contents



The WebMD
    Health and Benefits Manager
  sm
  sm
    
    The WebMD Health Management Suitegives employees and
    plan members access to personalized content and tools that
    empower them to evaluate and manage their healthcare, motivate
    them to make healthier lifestyle choices, and help them improve
    their overall health. The Health Management Suite incorporates
    our WebMD
    HealthQuotientsm

    health risk assessment applications, which enable users to
    assess their overall health risks and to understand their unique
    risk factors with regard to specific conditions. The results of
    the health risk assessment are then used, along with the
    individuals health profile and usage patterns, to give
    each user a personalized experience relevant to his or her
    specific needs and interests. Users can get consistent
    reinforcement from lifestyle improvement programs, health
    management content, and targeted health messaging. We complement
    our Health Management Suite with personalized telephonic health
    coaching services. Health coaches work
    one-on-one
    with employees and plan members to motivate them to improve
    their own health status by managing modifiable risk factors that
    lead to health conditions, by pursuing health conscious
    lifestyles, by actively seeking health and wellness knowledge
    and by understanding the impact of lifestyle decisions.
    The WebMD Benefits & Financial Suitehelps
    employees and plan members understand the financial implications
    of their benefits options and make more informed
    benefits-related purchase decisions. Using WebMD Coverage
    Advisorsm,

    they can compare costs across available health plan options
    based on personalized information regarding coverage
    alternatives, along with cost-modeling and projection utilities.
    WebMD HSA
    Advisorsm

    provides personalized resources to assist in determining
    appropriate amounts for individuals to contribute to medical
    savings accounts based on their profile. The
    Benefits & Financial Suite is integrated with WebMD
    Health Management Suite applications and content, so users can
    align their benefits choices with their personal health profile
    and individual financial circumstances. Cost-modeling and
    projection tools help users to understand and adopt the right
    health plan for their situation.
    The WebMD Provider & Treatment Suitegives
    employees and plan members access to information and services
    that can help them factor quality and cost into decisions about
    care and treatment options. The Provider & Treatment
    Suite helps users analyze provider quality, identify appropriate
    drug and treatment choices, and understand the costs associated
    with their care. This suite leverages multiple data sources for
    cost and quality comparisons and provides a personalized,
    consistent user experience across a full set of integrated
    tools. The quality comparisons are based on evidence-based
    measures, 13




---



##### Table of Contents



such as volume of patients treated for particular illnesses or
    procedures, mortality rates, unfavorable outcomes for specific
    problems, and average length of hospital stay. The WebMD
    Provider Selection
    Advisorsm

    included in this Suite allows users to search for healthcare
    providers (including physicians, hospitals, medical practices,
    dental providers and others) by name, specialty, location or
    healthcare need/situation and provides profiles and comparative
    information on these providers.  
    The WebMD Health Record Suitehelps employees and plan
    members gather, store, manage and share their essential health
    data. The Health Record Suite provides a secure personal health
    record for self-reported and professionally sourced health data,
    and prompts the employee or plan member with secure,
    personalized health alerts describing potential care or
    medication issues. Medical and pharmacy claims data as well as
    lab results can be automatically imported into individuals
    health records. In addition, the WebMD Health Record Suite
    allows individual users to authorize access by healthcare
    providers. Provider access to electronic health records
    encourages better communication and can reduce errors or
    duplications. The WebMD Health Record Suite is integrated with
    other suites in the WebMD Health and Benefits Manager and drives
    personalization in those tools. An individuals health
    record is portable, independent of the specific employer or
    health plan. An individual can access their health record
    through webmd.com or the WebMD private portal of a future
    employer or benefit plan, using a single username/password as a
    secure identifier.    Telephonic
    Health Coaching
    one-on-one
  Relationships
    with Customers
   14




---



##### Table of Contents




    encouragement of healthy lifestyles and behaviors that help
    reduce healthcare costs and improve employee productivity;
    reduced benefits administration, communication, and customer
    service costs;
    reduced hospital, physician and drug costs through more informed
    utilization of the benefit plan;
    increased enrollment in health management programs, including
    disease management or health coaching;
    increased conformance with benefit plan and clinical
    protocols; and
    enhanced health risk stratification that assists employers and
    health plans in selecting health management programs that are
    appropriate to the needs of their specific populations.    
    increased tax savings through increased participation in FSAs
    and HSAs;
    reduced benefit costs through more informed choice of benefit
    plan options and more informed use of the chosen benefit plan;
    improved health outcomes, through more informed choices of
    providers and treatments; and
    improved understanding and management of health conditions
    through access to support tools and educational information.  Relationship
    with Fidelity Employer Services Company LLC
  ®
    Sales and
    Marketing
   15




---



##### Table of Contents



TECHNOLOGICAL
    INFRASTRUCTURE
      USER
    PRIVACY AND TRUST
    
    URAC.  We have been awarded
    e-Health
    accreditation from URAC, an independent accrediting body that
    has reviewed and approved the WebMD.com site and our private
    portals deployment of WebMD Personal Health Manager for
    compliance with its quality and ethics standards.
    TRUSTe.  WebMD.com and MedicineNet.com are
    licensees of the TRUSTe Privacy Seal and our private portals
    deployment of WebMD Personal Health Manager is a recipient of
    the TRUSTe EU Safe Harbor programs. TRUSTe is an independent,
    non-profit organization whose goal is to build users trust
    and confidence in the Internet. Each year since 2005, TRUSTe and
    the Ponemon Institute have sponsored an independently
    administered user-based ranking of the most trusted companies in
    America, and WebMD has consistently ranked among the most
    trusted in each of those rankings.
    Health on the Net Foundation.  Our WebMD.com,
    eMedicine.com, eMedicineHealth.com, and MedicineNet.com sites
    and WebMD Personal Health Manager comply with the principles of
    the HON Code of Conduct established by the Health on the Net
    Foundation.    COMPETITION
   16




---



##### Table of Contents



Public
    Portals
  not-for-profit
  
    general purpose consumer Web sites or search engines that offer
    specialized health
    sub-channels,
    including yahoo.com, msn.com, AOL.com, Google and Bing; and
    other high traffic Web sites that include healthcare-related and
    non-healthcare-related content and services.    
    publishers and distributors of traditional offline media,
    including television, radio, books, newspapers and magazines
    targeted to consumers, as well as print journals and other
    specialized media targeted to healthcare professionals, many of
    which have established or may establish their own Web sites or
    partner with other Web sites;
    offline medical conferences, CME programs and symposia;
    vendors of
    e-detailing
    services and our clients own in-house detailing
    efforts; and
    vendors of healthcare information and related services
    distributed through other means, including direct sales, mail
    and fax messaging.    Private
    Portals
    
    wellness and disease management vendors, including Mayo
    Foundation for Medical Education and Research, StayWell
    Productions/MediMedia USA, Inc., Healthways, Health Dialog
    (which is owned by Bupa), and Alere (a division of Inverness
    Medical Innovations);
    suppliers of online and offline electronic personal health
    records and related applications and platforms, including Medem,
    CapMed, Epic Systems, Microsoft, Google and a variety of other
    companies;
    suppliers of other online and offline health management
    applications, including HealthMedia (which is owned by
    Johnson & Johnson), OptumHealth (which is owned by
    United Healthcare), A.D.A.M. Inc., and Consumer Health
    Interactive;
    health information services and health management offerings of
    health plans and their affiliates, including those of Humana,
    Aetna and United Healthcare; and
    other providers of health and benefits decision-support tools
    and related services.  GOVERNMENT
    REGULATION, INDUSTRY STANDARDS AND RELATED MATTERS
  Introduction
  Healthcare Regulation.
 17




---



##### Table of Contents



Other Applicable Regulation.
  Regulation
    of Drug and Medical Device Advertising and Promotion
  over-the-counter
   18




---



##### Table of Contents



over-the-counter
  and/or and/or and/or
   19




---



##### Table of Contents



Regulation
    and Accreditation of Continuing Medical Education
    MedscapeCME (www.medscapecme.com)
       20




---



##### Table of Contents




    may discourage pharmaceutical companies from providing grants
    for independent educational activities;
    may slow their internal approval for such grants;
    may reduce the volume of sponsored educational programs that
    Medscape, LLC produces to levels that are lower than in the
    past, thereby reducing revenue; and
    may require Medscape, LLC to make changes to how it offers or
    provides educational programs, including CME.    HIPAA
    Privacy Standards and Security Standards
     21




---



##### Table of Contents



Genetic
    Information Nondiscrimination Act (GINA)
        Other
    Restrictions Regarding Confidentiality, Privacy and Security of
    Health Information
     22




---



##### Table of Contents



Consumer
    Protection Regulation
  General.
    and/or
    Data Protection Regulation. and/or
  CAN-SPAM Act.
 23




---



##### Table of Contents



Regulation of Advertisements Sent by
    Fax.
          COPPA. WebMD
    Health
  Regulation of Contests and
    Sweepstakes.
 24




---



##### Table of Contents



FACTA.
  Medical
    Professional Regulation
    Federal
    False Claims Act
  qui
    tam qui tam
  Anti-Kickback
    Laws
  e-details.
 25




---



##### Table of Contents



Regulation
    of Wellness Incentive Programs
    Bulletin No. 2007-04 2007-04) 2007-04 2007-04,
     26




---



##### Table of Contents



International
    Regulation
  The WebMD Health Network non-U.S. users;
   27




---



##### Table of Contents



OTHER
    INFORMATION
  Employees
    Intellectual
    Property
      Seasonality
    Other
  Form 10-K,
 28




---



##### Table of Contents



Item 1A.
    Risk
    Factors      Risks
    Related to Our Operations and the Healthcare Content We
    Provide
  If we
    are unable to provide content and services that attract and
    retain users to The WebMD Health Network on a consistent basis,
    our advertising and sponsorship revenue could be
    reduced
  The WebMD Health Network
  
    our ability to hire and retain qualified authors, journalists
    and independent writers;
    our ability to license quality content from third
    parties; and
    our ability to monitor and respond to increases and decreases in
    user interest in specific topics.  The WebMD Health Network The WebMD Health Network,
  Developing
    and implementing new and updated applications, features and
    services for our public and private portals may be more
    difficult than expected, may take longer and cost more than
    expected, and may not result in sufficient increases in revenue
    to justify the costs
    and/or
  We
    face significant competition for our healthcare information
    products and services
   29




---



##### Table of Contents




    Our public portals face competition from numerous other
    companies, both in attracting users and in generating revenue
    from advertisers and sponsors. We compete for users with online
    services and Web sites that provide health-related information,
    including both commercial sites and
    not-for-profit
    sites. We compete for advertisers and sponsors with:
    health-related Web sites; general purpose consumer Web sites
    that offer specialized health
    sub-channels;
    other high-traffic Web sites that include both
    healthcare-related and non-healthcare-related content and
    services; search engines that provide specialized health search;
    and advertising networks that aggregate traffic from multiple
    sites. Our public portals also face competition from offline
    publications and information services.
    Our private portals compete with: providers of healthcare
    decision-support tools and online health management
    applications, including personal health records; wellness and
    disease management vendors; and health information services and
    health management offerings of healthcare benefits companies and
    their affiliates.    Failure
    to maintain and enhance the WebMD brand could have a
    material adverse effect on our business
    Our
    online businesses have a limited operating history
    Our
    failure to attract and retain qualified executives and employees
    may have a material adverse effect on our business
   30




---



##### Table of Contents



The
    timing of our advertising and sponsorship revenue may vary
    significantly from quarter to quarter and is subject to factors
    beyond our control, including regulatory changes affecting
    advertising and promotion of drugs and medical devices and
    general economic conditions
      
    the timing of FDA approval for new products or for new approved
    uses for existing products;
    the timing of FDA approval of generic products that compete with
    existing brand name products;
    the timing of withdrawals of products from the market;
    the timing of rollouts of new or enhanced services on our public
    portals;
    seasonal factors relating to the prevalence of specific health
    conditions and other seasonal factors that may affect the timing
    of promotional campaigns for specific products; and
    the scheduling of conferences for physicians and other
    healthcare professionals.  We may
    be unsuccessful in our efforts to increase advertising and
    sponsorship revenue from consumer products
    companies
    Lengthy
    sales and implementation cycles for our private online portals
    make it difficult to forecast our revenues from these
    applications and may have an adverse impact on our
    business
   31




---



##### Table of Contents



Our
    ability to provide comparative information on hospital cost and
    quality depends on our ability to obtain the required data on a
    timely basis and, if we are unable to do so, our private portal
    services would be less attractive to clients
    Our
    ability to renew existing agreements with employers and health
    plans will depend, in part, on our ability to continue to
    increase usage of our private portal services by their employees
    and plan members
    We may
    be subject to claims brought against us as a result of content
    we provide
   32




---



##### Table of Contents



Expansion
    to markets outside the United States will subject us to
    additional risks
    
    challenges caused by language and cultural differences;
    difficulties in staffing and managing operations from a distance;
    uncertainty regarding liability for services and content;
    burdens of complying with a wide variety of legal, regulatory
    and market requirements;
    variability of economic and political conditions, including the
    extent of the impact of adverse economic conditions in markets
    outside the United States;
    tariffs or other trade barriers;
    fluctuations in currency exchange rates;
    potentially adverse tax consequences, including restrictions on
    repatriation of earnings; and
    difficulties in protecting intellectual property.    Risks
    Related to the Internet and Our Technological
    Infrastructure
  Any
    service interruption or failure in the systems that we use to
    provide online services could harm our business
      
    damage from fire, power loss and other natural disasters; 33




---



##### Table of Contents




    communications failures;
    software and hardware errors, failures and crashes;
    security breaches, computer viruses and similar disruptive
    problems; and
    other potential service interruptions.      Implementation
    of additions to or changes in hardware and software platforms
    used to deliver our online services may result in performance
    problems and may not provide the additional functionality that
    was expected
    If the
    systems we use to provide online portals experience security
    breaches or are otherwise perceived to be insecure, our business
    could suffer
  denial-of-service
  Our
    online services are dependent on the development and maintenance
    of the Internet infrastructure
   34




---



##### Table of Contents



denial-of-service
    Third
    parties may challenge the enforceability of our online
    agreements
    We
    could be subject to breach of warranty or other claims by
    clients of our online portals if the software and systems we use
    to provide them contain errors or experience
    failures
        Risks
    Related to the Healthcare Industry, Healthcare Regulation and
    Internet Regulation
  Developments
    in the healthcare industry could adversely affect our
    business
    
    government regulation or private initiatives that affect the
    manner in which healthcare providers interact with patients,
    payers or other healthcare industry participants, including
    changes in pricing or means of delivery of healthcare products
    and services;
    consolidation of healthcare industry participants; 35




---



##### Table of Contents




    reductions in governmental funding for healthcare; and
    adverse changes in business or economic conditions affecting
    healthcare payers or providers, pharmaceutical, biotechnology or
    medical device companies or other healthcare industry
    participants.      
    changes in the design of health insurance plans;
    a decrease in the number of new drugs or medical devices coming
    to market; and
    decreases in marketing expenditures by pharmaceutical or medical
    device companies, including as a result of governmental
    regulation or private initiatives that discourage or prohibit
    advertising or sponsorship activities by pharmaceutical or
    medical device companies.      Government
    regulation of healthcare creates risks and challenges with
    respect to our compliance efforts and our business
    strategies
    
    Regulation of Drug and Medical Device Advertising and
    Promotion.  The WebMD Health Networkprovides services involving advertising and promotion of
    prescription and
    over-the-counter
    drugs and medical devices. If the Food and Drug Administration
    (FDA) or the Federal Trade Commission (FTC) finds that any
    information on The WebMD Health Networkor in WebMD
    the Magazineviolates applicable regulations, they may take
    regulatory or judicial action against us
    and/or the
    advertiser or sponsor of that information. State attorneys
    general may also take similar action based on their states
    consumer protection statutes. Any increase or change in
    regulation of drug or medical device 36




---



##### Table of Contents



advertising and promotion could make it more difficult for us to
    contract for sponsorships and advertising. We cannot predict
    what actions the FDA or industry participants may take in the
    future, but the FDAs enforcement against pharmaceutical
    advertising increased in 2009 from 2008 levels. It is also
    possible that new laws would be enacted that impose restrictions
    on such advertising. In addition, recent private industry
    initiatives have resulted in voluntary restrictions, which
    advertisers and sponsors have agreed to follow. Our advertising
    and sponsorship revenue could be materially reduced by
    additional restrictions on the advertising of prescription drugs
    and medical devices to consumers, whether imposed by law or
    regulation or required under policies adopted by industry
    members.  
    Anti-kickback Laws.  There are federal and
    state laws that govern patient referrals, physician financial
    relationships and inducements to healthcare providers and
    patients. The federal healthcare programs anti-kickback
    law prohibits any person or entity from offering, paying,
    soliciting or receiving anything of value, directly or
    indirectly, for the referral of patients covered by Medicare,
    Medicaid and other federal healthcare programs or the leasing,
    purchasing, ordering or arranging for or recommending the lease,
    purchase or order of any item, good, facility or service covered
    by these programs. Many states also have similar anti-kickback
    laws that are not necessarily limited to items or services for
    which payment is made by a federal healthcare program. These
    laws are applicable to manufacturers and distributors and,
    therefore, may restrict how we and some of our customers market
    products to healthcare providers, including
    e-details.
    Any determination by a state or federal regulatory agency that
    any of our practices violate any of these laws could subject us
    to civil or criminal penalties and require us to change or
    terminate some portions of our business and could have an
    adverse effect on our business. Even an unsuccessful challenge
    by regulatory authorities of our practices could result in
    adverse publicity and be costly for us to respond to.
    False Claims Laws.  The Federal False Claims
    Act imposes liability on any person or entity who, among other
    things knowingly presents, or causes to be presented, a false or
    fraudulent claim for payment by a Federal healthcare program. In
    addition, various states have enacted false claim laws analogous
    to the Federal False Claims Act, and many of these states laws
    apply where a claim is submitted to any third-party payor and
    not merely a federal healthcare program. When an entity is
    determined to have violated the Federal False Claims Act, it may
    be required to pay up to three times the actual damages
    sustained by the government plus civil penalties. In recent
    years an increasing number of Federal False Claims Act cases
    have been brought against drug manufacturers and resulted in
    significant monetary settlements and imposition of federally
    supervised corporate integrity agreements in circumstances that
    include allegations that company-sponsored CME was unlawful
    off-label promotion. Any action against us for violation of
    these laws could cause us to incur significant legal expenses
    and may adversely affect our ability to operate our business.
    Medical Professional Regulation.  The practice
    of most healthcare professions requires licensing under
    applicable state law. In addition, the laws in some states
    prohibit business entities from practicing medicine. If a state
    determines that some portion of our business violates these
    laws, it may seek to have us discontinue those portions or
    subject us to penalties or licensure requirements. Any
    determination that we are a healthcare provider and have acted
    improperly as a healthcare provider may result in liability to
    us.
    GINA.  The Genetic Information
    Nondiscrimination Act (GINA) prohibits discrimination based on
    genetic information in employment and in health insurance
    coverage. The law applies to our private portal customers
    including both employers and group health plans. WebMDs
    Health Risk Assessment (or HRA), HealthQuotient, is typically
    offered to employees as a voluntary component of their
    employer-sponsored wellness program. Title I of GINA can
    have significant implications for wellness programs offered by
    group health plans in that it prohibits the collection of
    genetic information, which includes an individuals family
    medical history, prior to or in connection with enrollment or
    for underwriting purposes. Underwriting purposes includes
    providing incentives or rewards for completion of an HRA that
    requests genetic information. Title II of GINA prohibits
    employment discrimination based on genetic information as well
    as the request or purchase of genetic information of employees
    or their family members with limited exceptions, including a
    limited exception for voluntary wellness 37




---



##### Table of Contents



programs. WebMD may face challenges as a result of varying
    interpretations of the law by the multiple enforcing agencies
    including the U.S. Departments of Health and Human Services
    (HHS), Labor and Treasury and the Equal Employment
    Opportunity Commission. It is possible that the final
    regulations may require modifications to our HealthQuotient
    product to either eliminate or revise the family history
    section. Interpretations of the law may increase operational
    costs or decrease demand for our product.    Government
    regulation of the Internet could adversely affect our
    business
     38




---



##### Table of Contents



Failure
    to comply with laws relating to privacy and security of personal
    information, including personal health information, could result
    in liability to us and concerns about privacy-related issues
    could damage our reputation and our business
      Failure
    to maintain CME accreditation could adversely affect Medscape,
    LLCs ability to provide online CME offerings
     39




---



##### Table of Contents



Government
    regulation and industry initiatives could adversely affect the
    volume of sponsored online CME programs implemented through our
    Web sites or require changes to how Medscape, LLC offers
    CME
  and/or
    
    may discourage pharmaceutical companies from providing grants
    for independent educational activities;
    may slow their internal approval for such grants;
    may reduce the volume of sponsored educational programs that
    Medscape, LLC produces to levels that are lower than in the
    past, thereby reducing revenue; and
    may require Medscape, LLC to make changes to how it offers or
    provides educational programs, including CME.      Other
    Risks Applicable to Our Company and to Ownership of Our
    Securities
  Negative
    conditions in the market for certain auction rate securities may
    result in WebMD incurring a loss on such
    investments
     40




---



##### Table of Contents



other-than-temporary
  Provisions
    in our organizational documents and Delaware law may inhibit a
    takeover, which could adversely affect the value of our Common
    Stock
    If
    certain transactions occur with respect to our capital stock,
    limitations may be imposed on our ability to utilize net
    operating loss carryforwards and tax credits to reduce our
    income taxes
        We may
    not be successful in protecting our intellectual property and
    proprietary rights
   41




---



##### Table of Contents



Third
    parties may claim that we are infringing their intellectual
    property, and we could suffer significant litigation or
    licensing expenses or be prevented from providing certain
    services, which may harm our business
    Acquisitions,
    business combinations and other transactions may be difficult to
    complete and, if completed, may have negative consequences for
    our business and our security holders
    
    cash and cash equivalents on hand and marketable securities;
    proceeds from the incurrence of indebtedness; and
    proceeds from the issuance of common stock, preferred stock,
    convertible debt or of other securities.    
    cause substantial dilution of the percentage ownership of our
    stockholders at the time of the issuance;
    cause substantial dilution of our earnings per share;
    subject us to the risks associated with increased leverage,
    including a reduction in our ability to obtain financing or an
    increase in the cost of any financing we obtain;
    subject us to restrictive covenants that could limit our
    flexibility in conducting future business activities; and
    adversely affect the prevailing market price for our outstanding
    securities.    Our
    business will suffer if we fail to successfully integrate
    acquired businesses and technologies or to assess the risks in
    particular transactions
    
    our ability to maintain relationships with the customers of the
    acquired business; 42




---



##### Table of Contents




    our ability to retain or replace key personnel;
    potential conflicts in sponsor or advertising relationships or
    in relationships with strategic partners;
    our ability to coordinate organizations that are geographically
    diverse and may have different business cultures; and
    compliance with regulatory requirements.      We may
    not be able to raise additional funds when needed for our
    business or to exploit opportunities
      Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties      Item 3.
    Legal
    Proceedings    Item 4.
    [Reserved] 43




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
    High

Low2008First quarter

$
41.99


$
23.15Second quarter


35.40



21.86Third quarter


35.00



23.80Fourth quarter


29.99



13.632009First quarter

$
25.20


$
19.37Second quarter


30.70



20.15Third quarter


34.43



28.73Fourth quarter


38.97



31.00     
    quarter-to-quarter
    variations in operating results;
    operating results being different from analysts estimates
    or opinions;
    changes in analysts earnings estimates;
    changes in financial guidance or other forward-looking
    information;
    announcements or performance of products, services, pricing
    policies or business strategies by us or our competitors;
    announcements or performance of acquisitions or strategic
    partnerships by us or our competitors;
    developments in existing customer or strategic relationships;
    actual or perceived changes in our business strategy;
    developments in new or pending litigation and claims;
    sales of large amounts of our Common Stock;
    changes in general business or regulatory conditions affecting
    the healthcare, information technology or Internet industries;
    changes in general economic conditions; and
    fluctuations in the securities markets in general.   44




---



##### Table of Contents



Holders
    Dividends
    Repurchases
    of Equity Securities During the Fourth Quarter of 2009
    Issuer
    Purchases of Equity Securities
  Total

ApproximateNumber of

Dollar Value ofTotal



Shares Purchased as

Shares that May YetNumber of



Part of Publicly

Be Purchased UnderShares

Average Price

Announced Plans or

the Plans orPeriod

Purchased(1)

Paid per Share

Programs(2)

Programs(3)10/01/09  10/31/09





$







$
30,000,00011/01/09  11/30/09


65,300


$
35.54






$
240,900,00012/01/09  12/31/09


6,370,938
(2)

$
37.00



6,339,227


$
30,000,000Total


6,436,238


$
36.98



6,339,227     (1)
    Includes the following number of shares withheld from WebMD
    Restricted Common Stock that vested during the respective
    periods in order to satisfy withholding tax requirements related
    to the vesting of the awards: 65,300 in November and 31,711 in
    December. The value of these shares was determined based on the
    closing price of WebMD Common Stock on the date of vesting.(2)
    WebMD purchased 6,339,227 shares of WebMD Common Stock at
    $37.00 per share pursuant to a tender offer announced in
    November 2009 and completed in December 2009. For additional
    information, see Note 14 to the Consolidated Financial
    Statements included in this Annual Report.(3)
    In each period, $30 million relates to the repurchase
    program that WebMD announced in December 2008, at which time
    WebMD was authorized to use up to $30 million to purchase
    shares of its Common Stock from time to time. As of
    December 31, 2009, no shares had been purchased under this
    repurchase program. For additional information, see Note 14
    to the Consolidated Financial Statements included in this Annual
    Report. The remainder relates to the authorization to purchase,
    at $37.00 per share, 5,700,000 shares of WebMD Common Stock
    pursuant to the tender offer referred to above in footnote 2 to
    this table, for a total purchase price of $210,900,000. That
    amount was later increased to 6,339,227 shares of WebMD
    Common Stock, for a total purchase price of $234,551,399. 45




---



##### Table of Contents



Performance
    Graph
    COMPARISON
    OF 51 MONTH CUMULATIVE TOTAL RETURN*
 among WebMD Health Corp., the NASDAQ Composite Index
 and the RDG Internet Composite Index
  
  *
    $100 Invested on 9/29/05 in stock or 9/30/05 in Index, including
    reinvestment of dividends.
    Fiscal year ending December 31. 46




---



##### Table of Contents



Item 6.
    Selected
    Financial Data     Years Ended
    December 31,(1)2009


2008


2007


2006(2)(3)


2005(4)(In thousands, except per share data)Consolidated Statements of Operations Data:Revenue

$
438,536


$
373,462


$
319,232


$
899,585


$
842,660Cost of operations


165,753



135,138



114,000



542,723



525,405Sales and marketing


112,101



106,080



91,035



116,258



101,939General and administrative


89,620



88,053



102,661



130,056



116,589Depreciation and amortization


28,185



28,410



27,808



44,073



43,013Interest income


9,149



35,300



42,035



32,339



21,527Interest expense


23,515



26,428



25,887



25,472



18,442Severance and other transaction expenses


11,066



6,941



2,527







Gain on repurchases of convertible notes


10,120















Gain on sale of EBS Master LLC






538,024











Restructuring






7,416











Impairment of auction rate securities






60,108











Gain on 2006 EBS Sale










399



352,297



Other (expense) income, net


(1,369
)


992



5,933



(4,252
)


(27,965
)Income from continuing operations before income tax (benefit)
    provision


26,196



489,204



3,681



421,387



30,834Income tax (benefit) provision


(45,491
)


26,638



(9,053
)


50,033



(2,461
)Equity in earnings of EBS Master LLC






4,007



28,566



763



Consolidated income from continuing operations


71,687



466,573



41,300



372,117



33,295Consolidated income (loss) from discontinued operations, net of
    tax


49,354



94,682



(18,048
)


393,527



34,170Consolidated net income inclusive of noncontrolling interest


121,041



561,255



23,252



765,644



67,465Income attributable to noncontrolling interest


(3,705
)


(1,032
)


(10,667
)


(405
)


(775
)Net income attributable to Company stockholders

$
117,336


$
560,223


$
12,585


$
765,239


$
66,690Amounts attributable to Company stockholders:Income from continuing operations

$
67,018


$
465,725


$
31,845


$
371,844


$
32,725Income (loss) from discontinued operations


50,318



94,498



(19,260
)


393,395



33,965Net income attributable to Company stockholders

$
117,336


$
560,223


$
12,585


$
765,239


$
66,690Basic income per common share:Income from continuing operations

$
1.40


$
5.99


$
0.40


$
3.00


$
0.22Income (loss) from discontinued operations


1.05



1.22



(0.24
)


3.17



0.22Net income attributable to Company stockholders

$
2.45


$
7.21


$
0.16


$
6.17


$
0.44Diluted income per common share:Income from continuing operations

$
1.21


$
4.92


$
0.36


$
2.69


$
0.21Income (loss) from discontinued operations


0.86



0.96



(0.23
)


2.67



0.22Net income attributable to Company stockholders

$
2.07


$
5.88


$
0.13


$
5.36


$
0.43Weighted-average shares outstanding used in computing per share
    amounts:Basic


47,400



77,738



79,694



124,092



151,872Diluted


57,740



97,824



83,886



147,382



156,807  47




---



##### Table of Contents



As of December
    31,(1)2009

2008

2007

2006(2)

2005(4)(In thousands)Consolidated Balance Sheets Data:Cash, cash equivalents and investments

$
808,144


$
917,897


$
830,120


$
651,464


$
427,433Working capital (excluding assets and liabilities of
    discontinued operations)


159,539



633,462



860,181



617,101



397,555Total assets


1,288,548



1,501,734



1,651,481



1,469,795



2,213,558Long-term convertible notes, net of discount


227,659



614,018



605,776



598,121



590,987Convertible redeemable exchangeable preferred stock














98,768



98,533Noncontrolling interest






134,223



131,353



101,860



43,096Stockholders equity


564,768



496,698



642,809



422,853



1,118,237     (1)
    On October 23, 2009, WebMD Health Corp. completed a merger
    with HLTH Corporation (the Merger), with WebMD
    Health Corp. continuing as the surviving company. The accounting
    treatment for the Merger results in HLTH Corporation being
    treated as the acquiring entity and the pre-acquisition
    consolidated financial statements of HLTH Corporation being
    treated as the historical financial statements of WebMD Health
    Corp. for all historical periods presented. In addition, the
    weighted-average shares outstanding used in computing income per
    common share have been adjusted by multiplying the historical
    weighted-average shares outstanding for HLTH by the 0.4444
    exchange ratio in the Merger for all historical periods
    presented. Basic and diluted income per common share also have
    been recalculated to reflect the adjusted weighted-average
    shares outstanding for all historical periods presented. See
    Introduction  Basis of Presentation; Accounting
    Treatment of the Merger within Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations, which is included in Item 7 of this Annual
    Report.(2)
    For the year ended December 31, 2006, the consolidated
    financial position and results of operations reflect the sale of
    a 52% interest in our Emdeon Business Services business (which
    we refer to as EBS), as of November 16, 2006. Accordingly,
    the consolidated balance sheet as of December 31, 2006
    excludes the assets and liabilities of EBS and includes an
    investment in EBS Master LLC accounted for under the equity
    method of accounting related to our 48% ownership, and the
    consolidated statement of operations for the year ended
    December 31, 2006 includes the operations of EBS for the
    period January 1, 2006 through November 16, 2006 and
    our 48% equity in earnings of EBS Master LLC from
    November 17, 2006 through December 31, 2006.(3)
    On January 1, 2006, we adopted the new authoritative guidance
    which requires all share-based payments to employees, including
    grants of employee stock options, to be recognized as
    compensation expense over the service period based on their fair
    values. This resulted in additional non-cash stock-based
    compensation expense beginning in 2006 and subsequent periods.
    See Results of Operations within Managements Discussion
    and Analysis of Financial Condition and Results of Operations,
    which is included in Item 7 of this Annual Report.(4)
    The selected financial data for the year ended December 31,
    2005 does not reflect the retrospective application of
    authoritative guidance for our
    31/4%
    Convertible Notes, which were outstanding during this period and
    were fully redeemed or converted to equity during June 2005. The
    authoritative guidance requires cash settled convertible debt to
    be separated into debt and equity components at issuance and a
    value to be assigned to each. 48




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  This Item 7 contains forward-looking statements that
    involve risks and uncertainties. Please see
    Forward-Looking Statements for a discussion of the
    uncertainties, risks and assumptions associated with these
    statements. The results of operations for the periods reflected
    herein are not necessarily indicative of results that may be
    expected for future periods, and our actual results may differ
    materially from those discussed in our forward-looking
    statements as a result of various factors, including but not
    limited to those listed under Risk Factors in
    Item 1A of this Annual Report and those included elsewhere
    in this Annual Report. In this MD&A, dollar amounts (other
    than per share amounts) are stated in thousands, unless
    otherwise noted.
  Overview
    
    Introduction.  This section provides: a general
    description of our company and its business; a description of
    our merger with HLTH Corporation (which we refer to as the
    Merger) and the accounting treatment of the Merger; background
    information on certain trends, transactions and other
    developments affecting our company; and a discussion of how
    seasonal factors may impact the timing of our revenue.
    Critical Accounting Estimates and
    Policies.  This section discusses those accounting
    policies that are considered important to the evaluation and
    reporting of our financial condition and results of operations,
    and whose application requires us to exercise subjective and
    often complex judgments in making estimates and assumptions. In
    addition, all of our significant accounting policies, including
    our critical accounting policies, are summarized in Note 2
    to the Consolidated Financial Statements included in this Annual
    Report.
    Results of Operations and Supplemental Financial and
    Operating Information.These sections provide our
    analysis and outlook for the significant line items on our
    statements of operations, as well as other information that we
    deem meaningful to understand our results of operations on a
    consolidated basis.
    Liquidity and Capital Resources.  This section
    provides an analysis of our liquidity and cash flows, as well as
    a discussion of our commitments that existed as of
    December 31, 2009.
    Recent Accounting Pronouncements.  This section
    provides a summary of the most recent authoritative accounting
    standards and guidance that have either been recently adopted by
    our company or may be adopted in the future.  Introduction
  Our Company.
 49




---



##### Table of Contents



Basis of Presentation; Accounting Treatment of the
    Merger.
    Our Business. e-newsletters e-detailing WebMD the Magazine
 50




---



##### Table of Contents



Background Information on Certain Trends Influencing the
    Use of Our Services.
  
    Use of the Internet by Consumers and
    Physicians.  The Internet has emerged as a major
    communications medium and has already fundamentally changed many
    sectors of the economy, including the marketing and sales of
    financial services, travel, and entertainment, among others. The
    Internet is also changing the healthcare industry and has
    transformed how consumers and physicians find and utilize
    healthcare information.  
    Healthcare consumers increasingly seek to educate themselves
    online about their healthcare related issues, motivated in part
    by the continued availability of new treatment options and in
    part by the larger share of healthcare costs they are being
    asked to bear due to changes in the benefit designs being
    offered by health plans and employers. The Internet has
    fundamentally changed the way consumers obtain health and
    wellness information, enabling them to have immediate access to
    searchable information and dynamic interactive content to check
    symptoms, assess risks, understand diseases, find providers and
    evaluate treatment options. According to a study of health
    information technology by the National Center for Health
    Statistics of the Centers for Disease Control and Prevention (or
    CDC), approximately 51% of United States adults aged
    18-64 had
    used the Internet to look up health information during the prior
    12 months, based on a survey conducted in the first half of
    2009. According to a June 2009 study by the Pew
    Internet & American Life Project, 61% of
    U.S. adults have searched for health information on the
    Internet (compared to 25% in a similar study in 2000) and
    approximately 37% of U.S. adults have accessed social media
    related to health.
    The Internet has also become a primary source of information for
    physicians seeking to improve clinical practice and is growing
    relative to traditional information sources, such as
    conferences, meetings and offline journals.  
    Increased Online Marketing and Education Spending for
    Healthcare Products.  Pharmaceutical,
    biotechnology and medical device companies spend large amounts
    each year marketing their products and educating consumers and
    physicians about them; however, only a small portion of this
    amount is currently spent on online services. We believe that
    these companies, which comprise the majority of the advertisers
    and sponsors of our public portals, are becoming increasingly
    aware of the effectiveness of the Internet relative to
    traditional media in providing health, clinical and
    product-related information to consumers and physicians, and
    this increasing awareness will result in increasing demand for
    our services. However, notwithstanding our general expectation
    for increased demand, our advertising and sponsorship revenue
    may vary significantly from quarter to quarter due to a number
    of factors, including general economic conditions and the
    following:  
    The majority of our advertising and sponsorship contracts are
    for terms of approximately four to twelve months. We have
    relatively few longer term advertising and sponsorship contracts.
    The time between the date of initial contact with a potential
    advertiser or sponsor regarding a specific program and the
    execution of a contract with the advertiser or sponsor for that
    program may be subject to delays over which we have little or no
    control, including as a result of budgetary constraints of the
    advertiser or sponsor or their need for internal approvals.   51




---



##### Table of Contents




    Changes in Health Plan Design; Health Management
    Initiatives.In a healthcare market where a
    greater share of the responsibility for healthcare costs and
    decision-making has been increasingly shifting to consumers, use
    of information technology (including personal health records) to
    assist consumers in making informed decisions about healthcare
    has also increased. We believe that through our WebMD Health and
    Benefits Manager tools, including our personal health record
    application, we are well positioned to play a role in this
    environment. However, our strategy depends, in part, on
    increasing usage of our private portal services by our employer
    and health plan clients employees and members,
    respectively. Increasing usage of our services requires us to
    continue to deliver and improve the underlying technology and
    develop new and updated applications, features and services. In
    addition, we face competition in the area of healthcare
    decision-support tools and online health management applications
    and health information services. Many of our competitors have
    greater financial, technical, product development, marketing and
    other resources than we do, and may be better known than we are.
    We also expect that, for clients and potential clients in the
    industries most adversely affected by recent general economic
    conditions (including those in the financial services and
    automotive industries), we may continue to experience some
    reductions in initial contracts, contract expansions and
    contract renewals for our private portal services, as well as
    reductions in the size of existing contracts.
    Developments in Social Media and Other Internet
    Applications.  In the past several years, video
    and multimedia applications have become an increasingly
    important part of what users expect from Internet sites. In
    addition, consumers are increasingly using the Internet to
    access social media as a means to communicate and exchange
    information, including regarding health and wellness. Similarly,
    physicians and other healthcare professionals are increasingly
    participating in condition or topic specific community groups
    and other interactive applications. Consumers and healthcare
    professionals are also increasingly using handheld devices to
    access the Internet, with physicians increasingly using handheld
    devices in diagnosis and treatment at the point of care. We have
    invested and intend to continue to invest in software and
    systems that allow us to meet the demands of our users and
    sponsors, including customized content management and publishing
    technology to deliver interactive content, multimedia
    programming and personalized health applications that engage our
    users. The following are some of our recent and current
    initiatives to improve the user experience on our Web sites,
    expand our services and increase our user base:  
    Physician Connect, our social networking platform for
    physicians, allows them to exchange information online on a
    range of topics, including patient care, drug information,
    healthcare-related legislation and practice management.
    Physicians can also create polls to elicit tailored,
    constructive feedback from other physicians. We also offer third
    parties the opportunity to sponsor Physician Connectdiscussions and polls so that they can gain insights into
    physicians perspectives and areas of interest. By the end
    of 2009, Physician Connecthad attracted more than
    120,000 physician members. Medscape from WebMDalso
    offers a variety of sponsored and unsponsored blogs where
    healthcare professionals can share their thoughts and opinions
    with the Medscape from WebMD community.
    We plan to launch the WebMD Health Exchange, a social
    networking initiative that will build on the hundreds of health
    communities that exist on WebMD Health today and will more
    closely integrate the social experience throughout each of our
    core content areas, in 2010. The WebMD Health Exchange will give
    consumers the opportunity to explore a health or wellness topic
    on their own terms, by participating in WebMD expert moderated
    communities or by creating their own public community or
    invitation-only private community.
    Medscape Mobileis a free medical application that can be
    accessed on the
    iPhonetmand iPod
    touch®.

    Medscape Mobileincludes Medscapes
    specialty-specific news, comprehensive drug information and
    clinical reference tools. Medscape Mobilealso includes
    CME activities organized by specialty and designed for use on a
    mobile device. Medscape Mobileis currently available on
    the
    iPhonetm

    and iPod
    touch®

    and will soon be offered on additional mobile platforms,
    including
    BlackBerry®. 52




---



##### Table of Contents




    WebMD Mobileis a free consumer application that allows
    consumers to access certain WebMD tools on an iPhone, including
    Symptom Checker, First Aid, and Pill Identifier applications, as
    well as other health information. It has been downloaded more
    than 1.5 million times since launch and is the leading free
    health application in the iTunes Store.
    We are pursuing opportunities to expand the reach of our brands
    outside the United States. In October 2009, we launched our
    first major consumer portal outside the United States in
    partnership with Boots, the UKs leading pharmacy-led
    health and beauty retailer.  
    Healthcare Reform Legislation.  Congress is
    currently considering significant healthcare reform legislation.
    Healthcare reform legislation, if enacted, may increase
    governmental involvement in healthcare and health insurance, may
    change the way health insurance is funded (including the role
    that employers play in such funding), may change reimbursement
    rates and other terms of such insurance coverage, may affect the
    way information technology is used in healthcare, and may
    otherwise change the environment in which healthcare industry
    participants operate and the specific roles such participants
    play in the industry. One important focus of healthcare reform
    is control of healthcare costs over the long term. We believe
    that our services can play an important role in efforts to
    reduce healthcare costs. Accordingly, healthcare reform may
    create opportunities for us, including with respect to personal
    health record applications and health and benefits
    decision-support tools and, more generally, with respect to our
    capabilities in providing health and wellness information and
    education. However, we are unable to predict future legislation
    or proposals with any certainty or to predict the effect they
    could have on our business, and healthcare industry participants
    may respond to healthcare reform legislation or to the
    uncertainties created by potential legislation by reducing their
    expenditures or postponing expenditure decisions, including
    expenditures for our services.    Background
    Information on Certain Transactions and Other Significant
    Developments
  2009 Tender Offer.
  Sale of Porex; Senior Secured Notes.
 53




---



##### Table of Contents



Divestiture of the Little Blue Book Print Directory
    Business.
  Non-Recourse Credit Facilities.
    2008 Tender Offer.
  2008 EBSCo Sale.
 54




---



##### Table of Contents



ViPS Sale.
  Directors & Officers Liability Insurance Coverage
    Litigation. and/or
       55




---



##### Table of Contents



agreed-upon
       56




---



##### Table of Contents



Indemnification Obligations to Former Officers and Directors
    of EPS.
  Seasonality
    Critical
    Accounting Estimates and Policies
  Critical
    Accounting Estimates
   57




---



##### Table of Contents



Critical
    Accounting Policies
    
    Revenue Recognition.  Revenue from advertising
    is recognized as advertisements are delivered or as publications
    are distributed. Revenue from sponsorship arrangements, content
    syndication and distribution arrangements, information services
    and licenses of healthcare management tools and private portals
    as well as related health coaching services, are recognized
    ratably over the term of the applicable agreement. Revenue from
    the sponsorship of CME is recognized over the period we
    substantially complete our contractual deliverables as
    determined by the applicable agreements. When contractual
    arrangements contain multiple elements, revenue is allocated to
    each element based on its relative fair value determined using
    prices charged when elements are sold separately. In certain
    instances where fair value does not exist for all the elements,
    the amount of revenue allocated to the delivered elements equals
    the total consideration less the fair value of the undelivered
    elements. In instances where fair value does not exist for the
    undelivered elements, revenue is recognized when the last
    element is delivered.
    Long-Lived Assets.  Our long-lived assets
    consist of property and equipment, goodwill and other intangible
    assets. Goodwill and other intangible assets arise from the
    acquisitions we have made. The amount assigned to intangible
    assets is subjective and based on fair value using exit price
    and market participant view, such as discounted cash flow and
    replacement cost models. Our long-lived assets, excluding
    goodwill and indefinite lived intangible assets, are amortized
    over their estimated useful lives, which we determine based on
    the consideration of several factors including the period of
    time the asset is expected to remain in service. We evaluate the
    carrying value and remaining useful lives of long-lived assets,
    excluding goodwill and indefinite lived intangible assets,
    whenever indicators of impairment are present. We evaluate the
    carrying value of goodwill and indefinite lived intangible
    assets annually, or whenever indicators of impairment are
    present. We use a discounted cash flow approach to determine the
    fair value of goodwill and indefinite lived intangible assets.
    Long-lived assets held for sale are reported at the lower of
    cost or fair value less cost to sell. There was no impairment of
    goodwill or indefinite lived intangible assets noted as a result
    of our impairment testing in 2009 for any of our continuing
    operations.
    Fair Value of Investments in Auction Rate Securities
    (ARS).We hold investments in ARS which are
    backed by student loans, 97% guaranteed under the Federal Family
    Education Loan Program (FFELP), and had credit ratings of AAA or
    Aaa when purchased. Historically, the fair value of our ARS
    holdings approximated par value due to the frequent auction
    periods, generally every 7 to 28 days, which provided
    liquidity to these investments. However, since February 2008,
    all auctions involving these securities have failed. The result
    of a failed auction is that these ARS holdings will continue to
    pay interest in accordance with their terms at each respective
    auction date; however, liquidity of the securities will be
    limited until there is a successful auction, the issuer redeems
    the securities, the securities mature or until such time as
    other markets for our ARS holdings develop. We cannot be certain
    regarding the amount of time it will take for an auction market
    or other markets to develop. Additionally, approximately
    one-half of the auction rate securities we hold were, during
    2009, either downgraded below AAA or placed on watch
    status by one or more of the major credit rating agencies. 58




---



##### Table of Contents




    Stock-Based Compensation.  Effective
    January 1, 2006, we adopted authoritative guidance which
    requires all share-based payments to employees, including grants
    of employee stock options, to be recognized as compensation
    expense over the service period (generally the vesting period)
    in the consolidated financial statements based on their fair
    values. The fair value of each option granted is estimated on
    the date of grant using the Black-Scholes option pricing model.
    The assumptions used in this model are expected dividend yield,
    expected volatility, risk-free interest rate and expected term.
    Unvested stock options and restricted stock awards that were
    granted prior to January 1, 2006 continued to be accounted
    for using the same grant date fair value and same expense
    attribution method used under previously issued authoritative
    guidance, except that all awards are recognized in the results
    of operations over the remaining vesting periods. As of
    December 31, 2009, there was approximately
    $63.5 million of unrecognized stock-based compensation
    expense (net of estimated forfeitures) related to unvested stock
    options and restricted stock awards held by employees, which is
    expected to be recognized over a weighted-average period of
    approximately 3.1 years, related to the Companys
    stock-based compensation plans.
    Deferred Taxes.  Our deferred tax assets are
    comprised primarily of net operating loss carryforwards. These
    net operating loss carryforwards may be used to offset taxable
    income in future periods, reducing the amount of taxes we might
    otherwise be required to pay. A significant portion of our net
    deferred tax assets, including the portion related to excess tax
    benefits of stock-based awards, are reserved for by a valuation
    allowance as required by relevant accounting literature. The
    remaining portion of our net deferred tax assets are no longer
    reserved for by a valuation allowance. Management determines the
    need for a valuation allowance by assessing the probability of
    realizing deferred tax assets, taking into consideration factors
    including historical operating results, expectations of future
    earnings and taxable income. Management will continue to
    evaluate the need for a valuation allowance in the future.
    Tax Contingencies.  Our tax contingencies are
    recorded to address potential exposures involving tax positions
    we have taken that could be challenged by tax authorities. These
    potential exposures result from applications of various
    statutes, rules, regulations and interpretations. Our estimates
    of tax contingencies reflect assumptions and judgments about
    potential actions by taxing jurisdictions. We 59




---



##### Table of Contents



believe that these assumptions and judgments are reasonable.
    However, our accruals may change in the future due to new
    developments in each matter and the ultimate resolution of these
    matters may be greater or less than the amount that we have
    accrued. Consistent with our historical financial reporting, we
    have elected to reflect interest and penalties related to
    uncertain tax positions as part of the income tax provision.  Results
    of Operations
    Years Ended December 31,2009


2008


2007$


%


$


%


$


%Revenue

$
438,536



100.0


$
373,462



100.0


$
319,232



100.0Cost of operations


165,753



37.8



135,138



36.2



114,000



35.7Sales and marketing


112,101



25.6



106,080



28.4



91,035



28.5General and administrative


89,620



20.4



88,053



23.6



102,661



32.2Depreciation and amortization


28,185



6.4



28,410



7.6



27,808



8.7Interest income


9,149



2.1



35,300



9.5



42,035



13.2Interest expense


23,515



5.4



26,428



7.1



25,887



8.1Severance and other transaction expenses


11,066



2.5



6,941



1.9



2,527



0.8Gain on repurchases of convertible notes


10,120



2.3















Gain on sale of EBS Master LLC










538,024



144.1







Restructuring










7,416



2.0







Impairment of auction rate securities










60,108



16.1







Other (expense) income, net


(1,369
)


(0.3
)


992



0.3



6,332



2.0Income from continuing operations before income tax (benefit)
    provision


26,196



6.0



489,204



131.0



3,681



1.2Income tax (benefit) provision


(45,491
)


(10.3
)


26,638



7.2



(9,053
)


(2.8
)Equity in earnings of EBS Master LLC










4,007



1.1



28,566



8.9Consolidated income from continuing operations


71,687



16.3



466,573



124.9



41,300



12.9Consolidated income (loss) from discontinued operations


49,354



11.3



94,682



25.4



(18,048
)


(5.6
)Consolidated net income inclusive of noncontrolling interest


121,041



27.6



561,255



150.3



23,252



7.3Income attributable to noncontrolling interest


(3,705
)


(0.8
)


(1,032
)


(0.3
)


(10,667
)


(3.4
)Net income attributable to Company stockholders

$
117,336



26.8


$
560,223



150.0


$
12,585



3.9   e-detailing WebMD the
    Magazine
 60




---



##### Table of Contents




    Non-cash advertising expense.  Expense related
    to the use of our prepaid advertising inventory that we received
    from News Corporation in exchange for equity instruments that we
    issued in connection with an agreement we entered into with News
    Corporation in 1999 and subsequently amended in 2000. This
    non-cash advertising expense is included in sales and marketing
    expense as we use the asset for promotion of our brand.
    Non-cash stock-based compensation
    expense.  Expense related to the awards of all
    share-based payments to employees and non-employee directors,
    such as grants of employee stock options and restricted stock.
    Non-cash stock-based compensation expense is reflected in the
    same expense captions as the related salary cost of the
    respective employee.    Years Ended December 31,2009


2008


2007Advertising expense included in:Sales and marketing

$
1,753


$
5,097


$
5,264Stock-based compensation expense included in:Cost of operations

$
6,723


$
3,818


$
5,027Sales and marketing


8,069



3,591



4,868General and administrative


24,620



17,223



22,441Income from continuing operations

$
39,412


$
24,632


$
32,336   2009
    and 2008
    Revenue.
 61




---



##### Table of Contents



Cost of Operations.
    Sales and Marketing.
    General and Administrative.
    Depreciation and Amortization.
 62




---



##### Table of Contents



Interest Income.
  Interest Expense. 1 8 1 8 1 8 1 8
  Gain on Repurchases of Convertible
    Notes. 1 8
  Severance and Other Transaction Expenses.
  Gain on Sale of EBS Master LLC.
  Impairment of Auction Rate
    Securities. other-than-temporary
  Restructuring.
  Other (Expense) Income, Net.
 63




---



##### Table of Contents



Income Tax (Benefit) Provision.
  Consolidated Income from Discontinued Operations, Net of
    Tax.
  Income Attributable to Noncontrolling
    Interest.
  2008
    and 2007
    Revenue.
  Cost of Operations.
   64




---



##### Table of Contents



Sales and Marketing.
    General and Administrative.
    Depreciation and Amortization.
  Interest Income.
  Interest Expense. 1 8 1 8
  Gain on Sale of EBS Master LLC.
  Impairment of Auction Rate
    Securities. other-than-temporary
 65




---



##### Table of Contents



Restructuring.
  Other (Expense) Income, Net.
  Income Tax Provision (Benefit).
  Consolidated Income (Loss) from Discontinued Operations, Net
    of Tax.
  Income Attributable to Noncontrolling
    Interest.
 66




---



##### Table of Contents



Supplemental
    Financial and Operating Information
    Years Ended December 31,2009


2008


2007RevenuePublic portal advertising and sponsorship

$
347,570


$
284,416


$
238,022Private portal services


90,966



89,046



81,210$
438,536


$
373,462


$
319,232Earnings before interest, taxes, non-cash and other items
    (Adjusted EBITDA)

$
112,274


$
74,255


$
54,969Interest, taxes, non-cash and other itemsInterest income


9,149



35,300



42,035Interest expense


(23,515
)


(26,428
)


(25,887
)Income tax benefit (provision)


45,491



(26,638
)


9,053Depreciation and amortization


(28,185
)


(28,410
)


(27,808
)Non-cash stock-based compensation


(39,412
)


(24,632
)


(32,336
)Non-cash advertising


(1,753
)


(5,097
)


(5,264
)Severance and other transaction expenses


(11,066
)


(6,941
)


(2,527
)Equity in earnings of EBS Master LLC






4,007



28,566Gain on repurchases of convertible notes


10,120







Gain on sale of EBS Master LLC






538,024



Impairment of auction rate securities






(60,108
)


Restructuring






(7,416
)


Other (expense) income, net


(1,416
)


657



499Consolidated income from continuing operations


71,687



466,573



41,300Consolidated income (loss) from discontinued operations, net of
    tax


49,354



94,682



(18,048
)Consolidated net income inclusive of noncontrolling interest


121,041



561,255



23,252(Income) attributable to noncontrolling interest


(3,705
)


(1,032
)


(10,667
)Net income attributable to Company stockholders

$
117,336


$
560,223


$
12,585   2009
    and 2008
    Public Portal Advertising and
    Sponsorship. WebMD the Magazine
  Private Portal Services.
 67




---



##### Table of Contents



Adjusted EBITDA.
  2008
    and 2007
    Public Portal Advertising and
    Sponsorship.
  Private Portal Services.
  Adjusted EBITDA.
  Explanatory Note Regarding Adjusted
    EBITDA.  Adjusted EBITDA is a non-GAAP financial
    measure and should be viewed as supplemental to, and not as an
    alternative for, income (loss) from continuing
    operations or net income (loss) calculated in
    accordance with GAAP. Our management uses Adjusted EBITDA as an
    additional measure of performance for purposes of business
    decision-making, including developing budgets, managing
    expenditures, and evaluating potential acquisitions or
    divestitures.
    Period-to-period
    comparisons of Adjusted EBITDA help our management identify
    additional trends in financial results that may not be shown
    solely by
    period-to-period
    comparisons of income (loss) from continuing operations or net
    income (loss). In addition, we use Adjusted EBITDA in the
    incentive compensation programs applicable to many of our
    employees in order to evaluate our performance. We believe that
    the presentation of Adjusted EBITDA is useful to investors in
    their analysis of our results for reasons similar to the reasons
    why our management finds it useful and because it helps
    facilitate investor understanding of decisions made by our
    management in light of the performance metrics used in making
    those decisions. In addition, we believe that providing Adjusted
    EBITDA, together with a reconciliation of Adjusted EBITDA to
    income (loss) from continuing operations or to net income
    (loss), helps investors make comparisons between us and other
    companies that may have different capital structures, different
    effective income tax rates and tax attributes, different
    capitalized asset values
    and/or
    different forms of employee compensation. Please see the
    Explanation of Non-GAAP Financial Information
    filed as Exhibit 99.1 to this Annual Report for additional
 68




---



##### Table of Contents



background information regarding our use of Adjusted EBITDA.
    Exhibit 99.1 is incorporated in this MD&A by this
    reference.
  Liquidity
    and Capital Resources
  Cash
    Flows
          1 8
 69




---



##### Table of Contents



Contractual
    Obligations and Commitments
    Less Than








More ThanTotal


1 Year


1-3 Years


4-5 Years


5 Years(In thousands)Convertible notes(a)

$
537,863


$
274,527


$
263,336


$



$
Leases(b)


35,905



7,928



11,972



9,181



6,824Total

$
573,768


$
282,455


$
275,308


$
9,181


$
6,824     (a)
    
    Convertible notes includes our
    31/8% Notes,
    and our 1.75% Notes, which are first redeemable at the
    option of the holders in 2012 and 2010, respectively. Amounts
    include our contractual interest payments through the earliest
    date at which these notes are redeemable by the holder.(b)
    
    The lease amounts are net of
    sublease income.    Outlook
    on Future Liquidity
  1 8 1 8
 70




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Recent
    Accounting Pronouncements
  Accounting
    Pronouncements Adopted During 2009
    1 8 1 8 1 8 1 8
     71




---



##### Table of Contents



other-than-temporary
      Accounting
    Pronouncements to be Adopted in the Future
      Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  Interest
    Rate Sensitivity
   72




---



##### Table of Contents



1 8
  Exchange
    Rate Sensitivity
    Item 8.
    Financial
    Statements and Supplementary Data  Financial
    Statements
  Form 10-K.
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Rule 13a-15(b), Rule 13a-15(e),
  Rule 13a-15(d), Rule 13a-15(f),
 73




---



##### Table of Contents



Item 9B.
    Other
    Information    
    Proposal 1  To adopt the Agreement and Plan of
    Merger, dated as of June 17, 2009, between HLTH and WebMD,
    and to approve the transactions contemplated by that agreement:  Votes FOR


247,740,072Votes AGAINST


63,222Abstentions


24,915Broker non-votes


2,363,908   
    Proposal 2  To elect as Class I directors
    for a three-year term:  Mark J. Adler, M.D.

 votes FOR


249,760,007 votes withheld


432,110Neil F. Dimick

 votes FOR


250,125,437 votes withheld


66,680James V. Manning

 votes FOR


250,136,040 votes withheld


56,077   
    Proposal 3  To ratify and approve an amendment
    to WebMDs Amended and Restated 2005 Long-Term Incentive
    Plan to increase the number of shares of WebMD Class A
    Common Stock issuable under that Plan by 1,100,000 shares,
    to a total of 15,600,000 shares:  Votes FOR


243,370,572Votes AGAINST


21,583Abstentions


26,450Broker non-votes


2,363,908   
    Proposal 4  To ratify the appointment of
    Ernst & Young LLP as the independent registered public
    accounting firm to serve as our independent auditor for the
    fiscal year ending December 31, 2009:  Votes FOR


250,139,083Votes AGAINST


21,583Abstentions


26,450Broker non-votes


0    74




---



##### Table of Contents



PART III    Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   75




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedule  (a)(1)-(2) Financial Statements and Schedule
  page F-1
  (a)(3) Exhibits
  page E-1,
 76




---



##### Table of Contents



SIGNATURES    WebMD Health
    Corp.
  By:
    /s/  ANTHONY
    VUOLO    Chief Operating Officer and
 Chief Financial Officer
    Signature

Capacity

Date/s/  Wayne
    T. GattinellaWayne
    T. Gattinella

Director; President and Chief Executive Officer (principal
    executive officer)

March 2, 2010/s/  Anthony
    VuoloAnthony
    Vuolo

Chief Operating Officer and Chief Financial Officer (principal
    financial and accounting officer)

March 2, 2010/s/  Mark
    J. Adler, M.D.Mark
    J. Adler, M.D.

Director

March 1, 2010/s/  Paul
    A. BrookePaul
    A. Brooke

Director

March 1, 2010/s/  Kevin
    M. CameronKevin
    M. Cameron

Director

March 1, 2010/s/  Neil
    F. DimickNeil
    F. Dimick

Director

March 1, 2010/s/  Jerome
    C. KellerJerome
    C. Keller

Director

March 1, 2010/s/  James
    V. ManningJames
    V. Manning

Director

March 1, 2010/s/  Abdool
    Rahim Moossa, M.D.Abdool
    Rahim Moossa, M.D.

Director

March 1, 2010/s/  Herman
    SarkowskyHerman
    Sarkowsky

Director

March 1, 2010 77




---



##### Table of Contents



Signature

Capacity

Date/s/  Joseph
    E. SmithJoseph
    E. Smith

Director

March 1, 2010/s/  Stanley
    S. Trotman, Jr.Stanley
    S. Trotman, Jr.

Director

March 1, 2010/s/  Martin
    J. WygodMartin
    J. Wygod

Director

March 1, 2010  78




---



##### 



WEBMD
    HEALTH CORP.
  INDEX
    TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTAL
    DATA
   
 PageHistorical Financial Statements:Report of Management on Internal Control Over
    Financial Reporting


F-2Report of Independent Registered Public
    Accounting Firm on Internal Control Over Financial Reporting


F-3Report of Independent Registered Public
    Accounting Firm


F-4Consolidated Balance Sheets at December 31,
    2009 and 2008


F-5Consolidated Statements of Operations for the
    Years Ended December 31, 2009, 2008 and 2007


F-6Consolidated Statements of Equity for the Years
    Ended December 31, 2009, 2008 and 2007


F-7Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2009, 2008 and 2007


F-8Notes to Consolidated Financial Statements


F-9Supplemental Financial Data:The following supplemental financial data of the Registrant and
    its subsidiaries required to be included in Item 15(a)(2)
    on
    Form 10-K
    are listed below:Schedule II  Valuation and
    Qualifying Accounts


S-1     F-1




---



##### Table of Contents



REPORT OF
    MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL
    REPORTING



Management of WebMD Health Corp. is responsible for establishing
    and maintaining adequate internal control over financial
    reporting. Internal control over financial reporting is defined
    in
    Rules 13a-15(f)
    and
    15d-15(f)
    promulgated under the Securities Exchange Act of 1934 (the
    Exchange Act) as a process designed by, or under the supervision
    of, a companys principal executive and principal financial
    officers and effected by its board of directors, management and
    other personnel, to provide reasonable assurance regarding the
    reliability of financial reporting and the preparation of
    financial statements for external purposes in accordance with
    generally accepted accounting principles. Internal control over
    financial reporting includes those policies and procedures that: 
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the company;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of management and
    directors of the company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use, or disposition of
    the companys assets that could have a material effect on
    the financial statements.      Internal
    Control  Integrated Framework
  page F-3.
   F-2




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                /s/ Ernst &
    Young LLP
    F-3




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    page F-1.
          
    F-4




---



##### Table of Contents



WEBMD
    HEALTH CORP.
    CONSOLIDATED BALANCE SHEETS(In thousands, except share and per share
    data) December 31,2009


2008ASSETSCurrent assets:Cash and cash equivalents

$
459,766


$
629,848Accounts receivable, net of allowance for doubtful accounts of
    $1,511 at December 31, 2009 and $1,301 at December 31,
    2008


118,155



93,082Prepaid expenses and other current assets


11,419



18,644Investments


9,932



Deferred tax assets






26,096Assets of discontinued operations






131,350Total current assets


599,272



899,020Investments


338,446



288,049Property and equipment, net


52,194



56,633Goodwill


202,104



202,104Intangible assets, net


26,020



32,328Deferred tax assets


50,789



Other assets


19,723



23,600TOTAL ASSETS

$
1,288,548


$
1,501,734LIABILITIES AND EQUITYCurrent liabilities:Accrued expenses

$
63,721


$
54,595Deferred revenue


98,474



79,6131.75% convertible subordinated notes due 2023


264,583



Deferred tax liabilities


12,955



Liabilities of discontinued operations


34,197



100,771Total current liabilities


473,930



234,9791.75% convertible subordinated notes due 2023






350,00031/8%
    convertible notes due 2025, net of discount of $22,641 at
    December 31, 2009 and $35,982 at December 31, 2008


227,659



264,018Other long-term liabilities


22,191



21,816Commitments and contingenciesStockholders equity:Preferred stock, 50,000,000 shares authorized; no shares
    issued and outstanding






Common stock, $0.01 par value per share,
    650,000,000 shares authorized; 57,243,710 shares
    issued at December 31, 2009 and 203,661,733 shares
    issued at December 31, 2008


572



2,036Additional paid-in capital


9,469,857



12,564,864Treasury stock, at cost; 6,296,944 shares at
    December 31, 2009 and 158,610,889 shares at
    December 31, 2008


(233,651
)


(3,292,997
)Accumulated deficit


(8,634,585
)


(8,776,618
)Accumulated other comprehensive loss


(37,425
)


(587
)Stockholders equity


564,768



496,698Noncontrolling interest






134,223Total equity


564,768



630,921TOTAL LIABILITIES AND EQUITY

$
1,288,548


$
1,501,734    F-5




---



##### Table of Contents



WEBMD
    HEALTH CORP.
    CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share
    data) Years Ended December 31,2009


2008


2007Revenue

$
438,536


$
373,462


$
319,232Cost of operations


165,753



135,138



114,000Sales and marketing


112,101



106,080



91,035General and administrative


89,620



88,053



102,661Depreciation and amortization


28,185



28,410



27,808Interest income


9,149



35,300



42,035Interest expense


23,515



26,428



25,887Severance and other transaction expenses


11,066



6,941



2,527Gain on repurchases of convertible notes


10,120







Gain on sale of EBS Master LLC






538,024



Restructuring






7,416



Impairment of auction rate securities






60,108



Other (expense) income, net


(1,369
)


992



6,332Income from continuing operations before income tax (benefit)
    provision


26,196



489,204



3,681Income tax (benefit) provision


(45,491
)


26,638



(9,053
)Equity in earnings of EBS Master LLC






4,007



28,566Consolidated income from continuing operations


71,687



466,573



41,300Consolidated income (loss) from discontinued operations, net of
    income tax provision (benefit) of $21,224, $3,134 and $(4,894)
    in 2009, 2008 and 2007


49,354



94,682



(18,048
)Consolidated net income inclusive of noncontrolling interest


121,041



561,255



23,252Income attributable to noncontrolling interest


(3,705
)


(1,032
)


(10,667
)Net income attributable to Company stockholders

$
117,336


$
560,223


$
12,585Amounts attributable to Company stockholders:Income from continuing operations

$
67,018


$
465,725


$
31,845Income (loss) from discontinued operations


50,318



94,498



(19,260
)Net income attributable to Company stockholders

$
117,336


$
560,223


$
12,585Basic income per common share:Income from continuing operations

$
1.40


$
5.99


$
0.40Income (loss) from discontinued operations


1.05



1.22



(0.24
)Net income attributable to Company stockholders

$
2.45


$
7.21


$
0.16Diluted income per common share:Income from continuing operations

$
1.21


$
4.92


$
0.36Income (loss) from discontinued operations


0.86



0.96



(0.23
)Net income attributable to Company stockholders

$
2.07


$
5.88


$
0.13Weighted-average shares outstanding used in computing per share
    amounts:Basic


47,400



77,738



79,694Diluted


57,740



97,824



83,886    F-6




---



##### Table of Contents



WEBMD
    HEALTH CORP.
    CONSOLIDATED STATEMENTS OF EQUITY(In thousands, except share
    data) Stockholders EquityAccumulatedAdditional











Other





Non-Common Stock


Paid-In


Treasury Stock


Accumulated


Comprehensive


Stockholders


Controlling


TotalShares


Amount


Capital


Shares


Amount


Deficit


(Loss) Income


Equity


Interest


EquityBalances at December 31, 2006


199,802,571


$
1,998


$
12,347,298



127,885,353


$
(2,585,769
)

$
(9,350,784
)

$
10,110


$
422,853


$
101,860


$
524,713Comprehensive income:Net income






















12,585







12,585



10,667



23,252Other comprehensive income:Net change in unrealized losses on securities


























(249
)


(249
)






(249
)Foreign currency translation adjustment


























3,318



3,318







3,318Companys share of EBSCos comprehensive loss


























(7,326
)


(7,326
)






(7,326
)Other comprehensive income






























(4,257
)






(4,257
)Comprehensive income






























8,328



10,667



18,995Cumulative effect related to the adoption of new authoritative
    guidance relating to uncertain tax positions






















1,475







1,475







1,475Issuance of stock for option exercises, ESPP and other issuances


3,645,242



36



96,858



(2,095,738
)


22,840











119,734



13,714



133,448Tax benefit realized from issuances of common stock and
    valuation reversal










7,299



















7,299







7,299Gain on issuance of subsidiary common stock for options
    exercised and restricted stock released and other










14,364



















14,364



(14,364
)


Conversion and accretion of convertible redeemable exchangeable
    preferred stock










53,781



(4,727,659
)


45,104



(117
)






98,768







98,768Stock-based compensation expense










18,699



















18,699



17,888



36,587Purchase of treasury stock under repurchase program














1,497,624



(47,123
)










(47,123
)






(47,123
)Noncontrolling interest impact of cash transferred










(1,588
)


















(1,588
)


1,588



Balances at December 31, 2007


203,447,813



2,034



12,536,711



122,559,580



(2,564,948
)


(9,336,841
)


5,853



642,809



131,353



774,162Comprehensive income:Net income






















560,223







560,223



1,032



561,255Other comprehensive income:Net change in unrealized losses on securities


























(9,588
)


(9,588
)


(702
)


(10,290
)Foreign currency translation adjustment


























(4,178
)


(4,178
)






(4,178
)Reversal of EBSCos comprehensive loss in connection with
    sale of EBSCo


























7,326



7,326







7,326Other comprehensive income






























(6,440
)


(702
)


(7,142
)Comprehensive income






























553,783



330



554,113Issuance of stock for option exercises, ESPP and other issuances


213,920



2



9,283



(1,144,936
)


9,275











18,560



3,465



22,025Tax benefit realized from issuances of common stock and
    valuation reversal










2,232



















2,232







2,232Gain on issuance of subsidiary common stock for options
    exercised and restricted stock released and other










3,688



















3,688



(3,688
)


Repurchase of common stock of subsidiary


































(6,728
)


(6,728
)Cash settlement for Subimo transaction


































(2,782
)


(2,782
)Purchase of warrant










(700
)


















(700
)






(700
)Stock-based compensation expense










13,650



















13,650



12,273



25,923Purchase of treasury stock in tender offer














37,196,245



(737,324
)










(737,324
)






(737,324
)Balances at December 31, 2008


203,661,733



2,036



12,564,864



158,610,889



(3,292,997
)


(8,776,618
)


(587
)


496,698



134,223



630,921Comprehensive income:Net income






















117,336







117,336



3,705



121,041Cumulative effect related to the adoption of new authoritative
    guidance relating to
    other-than-temporary
    impairments






















24,697



(24,697
)










Other comprehensive income:Net change in unrealized losses on securities


























(340
)


(340
)


(857
)


(1,197
)Foreign currency translation adjustment


























(8,091
)


(8,091
)






(8,091
)Other comprehensive income






























(8,431
)


(857
)


(9,288
)Comprehensive income






























108,905



2,848



111,753Issuance of stock for option exercises and other issuances


774,130



8



2,790



(1,585,065
)


16,651











19,449



6,179



25,628Tax benefit realized from issuances of common stock










480



















480







480Recognition of Merger


(147,192,153
)


(1,472
)


(3,115,748
)


(157,068,107
)


3,277,915







(3,710
)


156,985



(162,013
)


(5,028
)Repurchases of
    31/8%
    convertible notes, net of tax










(3,544
)


















(3,544
)






(3,544
)Stock-based compensation expense










21,015



















21,015



18,763



39,778Purchase of treasury stock in tender offer














6,339,227



(235,220
)










(235,220
)






(235,220
)Balances at December 31, 2009


57,243,710


$
572


$
9,469,857



6,296,944


$
(233,651
)

$
(8,634,585
)

$
(37,425
)

$
564,768


$



$
564,768    F-7




---



##### Table of Contents






WEBMD
    HEALTH CORP.
    CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)  Years Ended December 31,2009


2008


2007Cash flows from operating activities:Consolidated net income inclusive of noncontrolling interest

$
121,041


$
561,255


$
23,252Adjustments to reconcile consolidated net income inclusive of
    noncontrolling interest to net cash provided by operating
    activities:Consolidated (income) loss from discontinued operations, net of
    tax


(49,354
)


(94,682
)


18,048Depreciation and amortization


28,185



28,410



27,808Equity in earnings of EBS Master LLC






(4,007
)


(28,566
)Non-cash interest


10,205



9,859



10,210Non-cash advertising


1,753



5,097



5,264Non-cash stock-based compensation


39,412



24,632



32,336Deferred income taxes


(42,143
)


7,474



(10,430
)Gain in repurchases of convertible notes


(10,120
)






Gain on sale of EBS Master LLC






(538,024
)


Gain on 2006 EBS Sale










(399
)Impairment of auction rate securities






60,108



Changes in operating assets and liabilities:Accounts receivable


(25,073
)


(9,672
)


4,239Prepaid expenses and other, net


6,979



1,893



5,599Accrued expenses and other long-term liabilities


7,677



6,052



(44,248
)Deferred revenue


18,861



4,095



93Net cash provided by continuing operations


107,423



62,490



43,206Net cash provided by discontinued operations


305



34,624



32,187Net cash provided by operating activities


107,728



97,114



75,393Cash flows from investing activities:Proceeds from maturities and sales of
    available-for-sale
    securities


2,300



118,339



670,326Purchases of
    available-for-sale
    securities






(177,150
)


(927,038
)Purchases of property and equipment


(17,886
)


(24,265
)


(19,041
)Purchase of investment in preferred stock






(6,471
)


Cash paid in business combinations, net of cash acquired






(2,633
)


Purchase of noncontrolling interest in subsidiary






(12,818
)


Proceeds from the sale of discontinued operations


72,318



247,491



11,667Proceeds related to the sale of EBS Master LLC






574,617



Proceeds from the 2006 EBS Sale, net










2,898Other






1,224



18,792Net cash (used in) provided by continuing operations


56,732



718,334



(242,396
)Net cash used in discontinued operations


(3,552
)


(4,852
)


(4,753
)Net cash provided by (used in) investing activities


53,180



713,482



(247,149
)Cash flows from financing activities:Proceeds from issuance of common stock, net of cash used for
    employee withholding taxes


25,253



21,683



133,054Tax benefit on stock-based awards


480



748



6,601Purchase of treasury stock under repurchase program










(47,123
)Purchase of treasury stock in tender offers, net of $6,818 in
    2009 for shares not delivered as of
    year-end


(228,402
)


(737,324
)


Repurchases of convertible notes


(123,857
)






Cash paid for merger related costs


(5,021
)






Other






(700
)


(20
)Net cash (used in) provided by continuing operations


(331,547
)


(715,593
)


92,512Net cash used in discontinued operations






(76
)


(175
)Net cash (used in) provided by financing activities


(331,547
)


(715,669
)


92,337Effect of exchange rates on cash


557



(1,958
)


1,607Net (decrease) increase in cash and cash equivalents


(170,082
)


92,969



(77,812
)Cash and cash equivalents at beginning of period


629,848



536,879



614,691Cash and cash equivalents at end of period

$
459,766


$
629,848


$
536,879    F-8




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (In thousands, except share and per share data)
  1.
    Background
    and Basis of Presentation  Background
      e-newsletters e-detailing WebMD the Magazine
 F-9




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Basis of
    Presentation
      ACP Medicine ACS Surgery: Principles and Practice
  2.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Accounting
    Estimates
   F-10




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Seasonality
    Cash and
    Cash Equivalents
    Fair
    Value
    Marketable
    Securities
  available-for-sale held-to-maturity held-to-maturity; available-for-sale. available-for-sale.
  Held-to-maturity available-for-sale available-for-sale
 F-11




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Equity
    Investment in EBS Master LLC
    Allowance
    for Doubtful Accounts
    Long-Lived
    Assets
  Property
    and Equipment
    Computer equipment

3 to 5 yearsOffice equipment, furniture and fixtures

4 to 7 yearsSoftware

3 to 5 yearsBuilding and improvements

Up to 40 yearsWeb site development costs

3 yearsLeasehold improvements

Shorter of useful life or lease term     Goodwill
    and Intangible Assets
    Content

3 to 5 yearsCustomer relationships

5 to 12 yearsAcquired technology and patents

3 yearsTrade names

10 years  F-12




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recoverability
        Internal
    Use Software
    Web Site
    Development Costs
    Restricted
    Cash
    Deferred
    Charges
  1 8
 F-13




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1 8
  Leases
    Revenue
    Recognition
    Sales,
    Use and Value Added Tax
    Advertising
    Costs
    Foreign
    Currency
   F-14




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Concentration
    of Credit Risk
      Income
    Taxes
      Accounting
    for Stock-Based Compensation
   F-15




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Net
    Income Attributable to Company Stockholders Per Common
    Share
    Years Ended December 31,2009


2008


2007Amounts Attributable to Company Stockholders:Numerator:Income from continuing
    operations(1)

$
66,231


$
465,725


$
31,845Convertible redeemable exchangeable preferred stock fee










174Income from continuing operations  Basic


66,231



465,725



32,019Interest expense on 1.75% convertible notes, net of tax


3,714



4,600



Interest expense on
    31/8%
    convertible notes, net of tax






11,255



Effect of dilutive securities of subsidiary


(343
)


(587
)


(1,911
)Income from continuing operations  Diluted

$
69,602


$
480,993


$
30,108Income (loss) from discontinued operations, net of
    tax 
    Basic(1)

$
49,727


$
94,498


$
(19,260
)Effect of dilutive securities of subsidiary


53



(27
)


(250
)Income (loss) from discontinued operations, net of
    tax  Diluted

$
49,780


$
94,471


$
(19,510
)Denominator:Common stock


47,400



77,738



77,349Convertible redeemable exchangeable preferred stock










2,345Weighted-average shares  Basic


47,400



77,738



79,694Employee stock options, restricted stock and warrants


2,265



1,414



4,1921.75% Convertible notes


8,075



10,107



31/8% Convertible
    notes






8,565



Adjusted weighted-average shares after assumedconversions  Diluted


57,740



97,824



83,886Basic income (loss) per common share:Income from continuing operations

$
1.40


$
5.99


$
0.40Income (loss) from discontinued operations


1.05



1.22



(0.24
)Net income attributable to Company stockholders

$
2.45


$
7.21


$
0.16Diluted income (loss) per common share:Income from continuing operations

$
1.21


$
4.92


$
0.36Income (loss) from discontinued operations


0.86



0.96



(0.23
)Net income attributable to Company stockholders

$
2.07


$
5.88


$
0.13     (1)
    
    For 2009, income from continuing
    operations and discontinued operations was adjusted for the
    effect of participating non-vested restricted stock of $787 and
    $591, respectively. F-16




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2009

2008

2007Options, restricted stock and warrants


12,929



14,510



8,782Convertible notes


7,147







18,67220,076



14,510



27,454   Discontinued
    Operations
    Reclassifications
    Recent
    Accounting Pronouncements
  Accounting
    Pronouncements Adopted During 2009
    1 8 1 8 1 8 1 8 1 8
 F-17




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          other-than-temporary
      Accounting
    Pronouncements to be Adopted in the Future
   F-18




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      3.
    Discontinued
    Operations  Porex
      Years Ended December 31,2009

2008

2007Revenue

$
68,208


$
94,407


$
92,581Earnings before taxes


14,137



19,294



20,790Gain on disposal before taxes


25,790







  F-19




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Assets of discontinued operations:Accounts receivable, net

$
13,866Inventory


11,978Property and equipment, net


21,487Goodwill


42,297Intangible assets, net


24,724Deferred tax assets


1,420Other assets


3,003Total assets

$
118,775Liabilities of discontinued operations:Accounts payable

$
1,601Accrued expenses


6,654Deferred tax liabilities


12,095Total liabilities

$
20,350   Little
    Blue Book Print Directory Business
    Years Ended December 31,2009

2008

2007Revenue

$
4,066


$
9,235


$
12,461(Loss) earnings before taxes


(8,432
)


1,954



4,462Loss on disposal before taxes


(103
)






  F-20




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Assets of discontinued operations:Accounts receivable, net

$
1,058Property and equipment, net


98Goodwill


11,044Intangible assets, net


362Other assets


13Total assets

$
12,575Liabilities of discontinued operations:Accrued expenses

$
113Deferred revenue


876Deferred tax liability


1,570Total liabilities

$
2,559   ViPS
    Years Ended December 31,2008

2007Revenue

$
57,497


$
103,083Earnings before taxes


8,121



6,601Gain on disposal before taxes


96,969



   ACS/ACP
    Business
  ACP Medicine ACS Surgery: Principles and Practice. ACP Medicine ACS Surgery
  Years Ended December 31,2008

2007Revenue

$



$
4,219Loss before taxes






(129
)(Loss) gain on disposal before taxes


(234
)


3,394  F-21




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  EPS
        4.
    Emdeon
    Business Services   F-22




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            For the PeriodJanuary 1, 2008Through

Year EndedFebruary 8, 2008

December 31, 2007Revenue

$
94,481


$
808,537Cost of operations


44,633



517,884Net income


5,551



34,493   5.
    Cost
    Method Investment    6.
    Convertible
    Redeemable Exchangeable Preferred Stock     F-23




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        7.
    Convertible
    Notes  31/8% Convertible
    Notes due 2025
  1 8 1 8 1 8 1 8 1 8 1 8 1 8 1 8
  1 8 1 8 1 8 1 8 1 8 1 8 1 8 1 8
  1 8 1 8 1 8
 F-24




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1 8 1 8
  Years Ended December 31,2009


2008


2007Contractual coupon interest

$
8,310


$
9,375


$
9,375Amortization of debt discount


7,846



8,244



7,655Amortization of debt issuance costs


1,087



1,142



1,061Interest expense for
    31/8%
    Notes

$
17,243


$
18,761


$
18,091Effective interest rate


7.4
%


7.4
%


7.4
%   1 8 1 8 1 8
  1.75% Convertible
    Subordinated Notes due 2023
       F-25




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Long-Lived
    Assets  Property
    and Equipment
    December 31,2009


2008Software

$
28,401


$
24,622Computer equipment


31,663



26,145Web site development costs


30,116



26,210Leasehold improvements


22,353



19,494Office equipment, furniture and fixtures


6,924



6,959Land and buildings


1,847



3,288121,304



106,718Less: accumulated depreciation


(69,110
)


(50,085
)Property and equipment, net

$
52,194


$
56,633     Goodwill
    and Intangible Assets
    Balance as of January 1, 2008

$
206,279Reversal of income tax valuation allowance and other adjustments


(4,027
)Purchase price allocation


(148
)Balance as of December 31, 2008 and 2009

$
202,104     December 31, 2009


December 31, 2008Weighted











WeightedGross








Average


Gross








AverageCarrying


Accumulated





Remaining


Carrying


Accumulated





RemainingAmount


Amortization


Net


Useful Life(a)


Amount


Amortization


Net


Useful Life(a)Content

$
15,954


$
(15,482
)

$
472



1.0


$
15,954


$
(14,541
)

$
1,413



1.7Customer relationships


34,057



(16,374
)


17,683



8.3



34,057



(12,872
)


21,185



8.8Technology and patents


14,700



(14,700
)










14,700



(13,370
)


1,330



0.8Trade namesdefinite lives


6,030



(2,629
)


3,401



6.4



6,030



(2,094
)


3,936



7.4Trade namesindefinite lives


4,464







4,464



n/a



4,464







4,464



n/aTotal

$
75,205


$
(49,185
)

$
26,020






$
75,205


$
(42,877
)

$
32,328     (a)
    
    The calculation of the weighted
    average remaining useful life is based on the net book value and
    the remaining amortization period of each respective intangible
    asset. F-26




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Year Ending December 31:2010

$
3,3942011


2,6272012


2,6272013


2,6272014


2,627Thereafter


7,654   9.
    Restructuring    10.
    Accrued
    Expenses    December 31,2009


2008Accrued compensation

$
32,012


$
23,258Accrued outside services


4,148



4,714Accrued marketing and distribution


4,051



1,937Accrued income, sales and other taxes


1,745



3,204Accrual for tendered shares not yet delivered


6,818



Accrued restructuring






7,071Other accrued liabilities


14,947



14,411$
63,721


$
54,595   11.
    Commitments
    and Contingencies  Legal
    Proceedings
  Litigation Regarding Distribution of Shares in Healtheon
    Initial Public Offering
    Rule 10b-5
 F-27




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Roberta Feinstein v. WebMD Health Corporation, et
    al.
   F-28




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Roger H. Kaye and Roger H. Kaye, MD PC v. WebMD, LLC,
    et al.
    Porex Corporation v. Kleanthis Dean Haldopoulos,
    Benjamin T. Hirokawa and Micropore Plastics, Inc.
    Investigations by United States Attorney for the District
    of South Carolina and the SEC
     F-29




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Directors & Officers Liability Insurance
    Coverage Litigation
  and/or
 F-30




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        agreed-upon
 F-31




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Other
    Legal Proceedings
    Leases
   F-32




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Years Ending December 31,2010

$
7,9282011


6,9642012


5,0072013


4,5642014


4,617Thereafter


6,824Total minimum lease payments

$
35,904   Other
    Contingencies
    12.
    Stock-Based
    Compensation     F-33




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock
    Options
    WeightedWeighted


AverageAverage


Remaining


AggregateExercise Price


Contractual Life


IntrinsicShares


Per Share


(In Years)


Value(1)Outstanding at January 1, 2007


33,665,565


$
30.31Granted


1,074,398



46.19Exercised


(6,053,991
)


22.49Cancelled


(2,648,155
)


46.23Outstanding at December 31, 2007


26,037,817



31.39Granted


7,382,934



23.86Exercised


(1,339,415
)


17.20Cancelled


(2,029,466
)


33.28Outstanding at December 31, 2008


30,051,870



30.04Granted


1,000,673



28.98Exercised


(4,614,910
)


23.29Cancelled


(4,008,680
)


39.67Outstanding at December 31, 2009


22,428,953


$
29.67



5.0


$
250,814Vested and exercisable at the end of the period


15,043,612


$
31.52



3.1


$
154,161     (1)
    
    The aggregate intrinsic value is
    based on the market price of the Companys common stock on
    December 31, 2009, which was $38.49, less the applicable
    exercise price of the underlying option. This aggregate
    intrinsic value represents the amount that would have been
    realized if all the option holders had exercised their options
    on December 31, 2009. F-34




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Outstanding


ExercisableWeightedWeighted


Average





WeightedAverage


Remaining





AverageExercise Price Per


Contractual Life





Exercise PriceExercise Prices

Shares


Share


(In Years)


Shares


Per Share$7.72-$17.50


2,785,637


$
16.44



5.1



2,783,087


$
16.44$17.53-$21.29


2,713,873



20.00



6.3



1,776,324



19.70$21.31-$23.54


255,414



22.60



7.6



71,353



22.32$23.57-$23.61


4,647,700



23.61



8.9



23,225



23.61$23.66-$27.15


2,406,075



26.38



5.0



2,175,572



26.45$27.16-$30.38


2,585,168



28.73



1.8



2,410,052



28.72$30.47-$34.88


742,019



32.33



7.4



263,669



32.56$35.00-$36.15


2,337,882



36.10



0.9



2,288,819



36.12$36.16-$48.81


2,613,864



41.29



3.7



2,065,296



41.41$49.03-$154.15


1,341,321



71.39



1.9



1,186,215



74.0122,428,953



29.67



5.0



15,043,612



31.52     Years Ended December 31,2009

2008

2007Expected dividend yield

0.0%

0.0%

0.0%Expected volatility

0.38-0.55

0.37-0.57

0.31-0.44Risk-free interest rate

1.45%

1.26%

4.28%Expected term (years)

3.4

3.4

3.4Weighted average fair value of options granted during the year

$11.01

$9.29

$16.67   Restricted
    Stock Awards
   F-35




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2009


2008


2007Weighted





Weighted





WeightedAverage





Average





AverageGrant Date





Grant Date





Grant DateShares


Fair Value


Shares


Fair Value


Shares


Fair ValueBalance at the beginning of the year


1,244,900


$
23.99



858,910


$
26.07



1,464,178


$
24.10Granted


411,875



33.63



826,039



22.66



71,700



47.02Vested


(449,936
)


23.50



(364,521
)


23.90



(534,935
)


22.64Forfeited


(100,715
)


26.87



(75,528
)


33.52



(142,033
)


29.22Balance at the end of the year


1,106,124



27.51



1,244,900



23.99



858,910



26.07       Employee
    Stock Purchase Plan
    Other
     F-36




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Summary
    of Stock-Based Compensation Expense
    Years Ended December 31,2009


2008


2007Stock options

$
29,038


$
17,578


$
25,316Restricted stock


10,625



7,184



9,999ESPP






51



162Other


442



1,419



1,455Total stock-based compensation expense

$
40,105


$
26,232


$
36,932Included in:Cost of operations

$
6,723


$
3,818


$
5,027Sales and marketing


8,069



3,591



4,868General and administrative


24,620



17,223



22,441Equity in earnings of EBS Master LLC










2,107Consolidated income from continuing operations


39,412



24,632



34,443Consolidated income from discontinued operations


693



1,600



2,489Total stock-based compensation expense

$
40,105


$
26,232


$
36,932       13.
    Retirement
    Plans    14.
    Equity  Common
    Stock
    Tender
    Offers
   F-37




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Stock
    Repurchase Programs
      Warrants
      Accumulated
    Other Comprehensive (Loss) Income
    December 31,2009


2008


2007Foreign currency translation gains

$



$
8,091


$
12,269Unrealized (losses) earnings on securities, net


(37,425
)


(8,678
)


910Comprehensive loss EBSCo.










(7,326
)Total accumulated other comprehensive (loss) income

$
(37,425
)

$
(587
)

$
5,853      F-38




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    Income
    Taxes    December 31,2009


2008Deferred tax assets:Federal net operating loss carryforwards

$
162,520


$
230,001State net operating loss carryforwards


45,588



55,633Federal tax credits


44,943



36,678Accrued expenses


33,344



50,395Stock-based compensation


30,497



22,457Intangible assets


10,457



11,279Auction rate securities


28,470



26,695Fixed assets


5,293



2,799Other


4,921



1,001Total deferred tax assets


366,033



436,938Valuation allowance


(234,735
)


(317,235
)Net deferred tax assets


131,298



119,703Deferred tax liabilities:Convertible notes


(76,167
)


(82,826
)Goodwill and indefinite-lived intangible asset


(15,978
)


(12,420
)Other


(1,319
)


(284
)Total deferred tax liabilities


(93,464
)


(95,530
)Net deferred tax assets

$
37,834


$
24,173   December 31,2009


2008Current deferred tax (liabilities) assets, net:Current deferred tax assets, net of deferred tax liabilities

$
55,752


$
94,467Valuation allowance


(68,707
)


(68,371
)Current deferred tax (liabilities) assets, net


(12,955
)


26,096Non-current deferred tax assets (liabilities), net:Non-current deferred tax assets, net of deferred tax liabilities


216,817



246,941Valuation allowance


(166,028
)


(248,864
)Non-current deferred tax assets (liabilities), net


50,789



(1,923
)Net deferred tax assets

$
37,834


$
24,173  F-39




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2009


2008


2007Current:Federal

$
(5,695
)

$
6,602


$
(366
)State


2,282



12,379



(2,215
)Foreign


65



590



(2
)Current income tax (benefit) provision


(3,348
)


19,571



(2,583
)Deferred:Federal


(31,662
)


2,218



(13,276
)State


(10,481
)


701



278Deferred income tax (benefit) provision


(42,143
)


2,919



(12,998
)Reversal of valuation allowance applied to goodwill






2,707



2,610Reversal of valuation allowance applied to additional paid-in
    capital






1,441



3,918Total income tax (benefit) provision

$
(45,491
)

$
26,638


$
(9,053
)     Years Ended December 31,2009

2008

2007United States federal statutory rate


35.0
%


35.0
%


35.0
%State income taxes (net of federal benefit)


1.4



1.7



18.3Gain on 2006 EBS Sale










(17.9
)Valuation allowance


(259.5
)


(38.6
)


(120.5
)Non-deductible officer compensation


5.7



0.1



6.5Reversal of valuation allowance applied to goodwill










8.1Reversal of valuation allowance applied to additional paid-in
    capital










12.2Losses benefited to discontinued operations


59.5



6.5



25.5Effect of the Merger on state net operating loss carryforwards


(17.6
)






Other


1.8



0.7



4.7Effective income tax rate


(173.7
)%


5.4
%


(28.1
)%    F-40




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    with-and-without with-and-without
        Years Ended December 31,2009


2008Balance at the beginning of the year

$
10,576


$
10,910Increases related to prior year tax positions


3,161



Increases related to current year tax positions


4,254



734Decreases related to prior year tax positions


(3,781
)


Decreases related to current year tax positions


(727
)


Expiration of the statute of limitations for the assessment of
    taxes


(164
)


(1,068
)Balance at the end of the year

$
13,319


$
10,576    F-41




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    16.
    Fair
    Value of Financial Instruments and Non-Recourse Credit
    Facilities    Level 1:
    Observable inputs such as quoted market prices in active markets
    for identical assets or liabilities.  Level 2:
  Level 3:
    Unobservable inputs for which there is little or no market data,
    which require the use of the reporting entitys own
    assumptions.    December 31, 2009

December 31, 2008Gross





GrossFair Value

Amortized



Unrealized

Amortized



UnrealizedEstimate Using:

Cost Basis

Fair Value

Gains (Losses)

Cost Basis

Fair Value

Gains (Losses)Cash and cash equivalents


Level 1


$
459,766


$
459,766


$



$
629,848


$
629,848


$
Equity securities


Level 1



1,470



4,851



3,381



1,470



1,497



27Auction rate
    securities(1)


Level 3



320,507



279,701



(40,806
)(2)


295,959



286,552



(9,407
)Senior secured
    notes(3)


Level 3



63,826



63,826















     (1)
    
    The face (par) value of the auction
    rate securities was $352,700 and $355,000 as of
    December 31, 2009 and 2008, respectively.(2)
    
    Amounts reflect cumulative effect
    of adoption of new authoritative guidance as discussed below.(3)
    
    The face value of the senior
    secured notes was $67,500 as of December 31, 2009.    Years Ended December 31,2009


2008Auction


Senior


AuctionRate Securities


Secured Notes


Rate SecuritiesFair value as of the beginning of the period

$
286,552


$



$
Transfers to Level 3






63,598



363,700Redemptions


(2,300
)






(8,700
)Impairment charge included in earnings










(60,108
)Interest income accretion included in earnings






228



1,067Unrealized loss included in other comprehensive loss


(4,551
)






(9,407
)Fair value as of the end of the period

$
279,701


$
63,826


$
286,552  F-42




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  other-than-temporary,
  other-than-temporary other-than-temporary other-than-temporarily other-than-temporarily other-than-temporary
     F-43




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          December 31, 2009

December 31, 2008Carrying Amount

Fair Value

Carrying Amount

Fair ValueFinancial Assets:1.75% Notes(a)

$
264,583


$
296,002


$
350,000


$
305,20031/8% Notes(a)


227,659



284,716



264,018



243,750     (a)
    
    Fair value estimate incorporates
    bid price quotes.  Non-Recourse
    Credit Facilities
     F-44




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      17.
    Other
    (Expense) Income, Net    Years Ended December 31,2009


2008


2007Transition service
    fees(a)

$
47


$
335


$
5,833Reduction of tax
    contingencies(b)


915



1,749



1,497Legal
    expense(c)


(2,331
)


(1,092
)


(1,397
)Gain on 2006 EBS
    Sale(d)










399Other (expense) income, net

$
(1,369
)

$
992


$
6,332     (a)
    
    Represents the net fees received
    from ViPS, Sage Software and EBSCo in relation to their
    respective transition services agreements.(b)
    
    Represents the reduction of certain
    sales and use tax contingencies resulting from the expiration of
    various statutes.(c)
    
    Represents the costs and expenses
    incurred by the Company related to the investigation by the
    United States Attorney for the District of South Carolina and
    the SEC and the related Coverage Litigation.(d)
    
    Represents the finalization of the
    working capital adjustment related to the 2006 EBS Sale.  18.
    Related
    Party Transactions   F-45




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   19.
    Supplemental
    Disclosures of Cash Flow Information    Years Ended December 31,2009


2008


2007Supplemental Disclosure of Cash Flow Information:Interest paid

$
13,891


$
15,502


$
15,764Taxes (received) paid, net(a)

$
(3,687
)

$
26,714


$
27,375Supplemental Schedule of Non-Cash Investing and Financingactivities:Conversion of convertible redeemable exchangeablepreferred stock to common stock

$



$



$
100,000Accretion of convertible redeemable exchangeablepreferred stock

$



$



$
117     (a)
    
    As the Company generally files its
    tax returns on a consolidated basis, taxes paid, net of refunds,
    includes all taxes paid by the Company, including those of the
    Companys discontinued operations. F-46




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   20.
    Quarterly
    Financial Data (Unaudited)    2009First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterRevenue

$
90,264


$
98,631


$
111,568


$
138,073Cost of operations


36,565



39,229



41,965



47,994Sales and marketing


27,561



26,797



26,265



31,478General and administrative


21,848



22,003



21,967



23,802Depreciation and amortization


7,103



6,956



7,134



6,992Interest expense, net


(4,274
)


(3,823
)


(3,701
)


(2,568
)Severance and other transaction expenses














11,066Gain on repurchases of convertible notes


6,647



3,473







Other expense, net


(269
)


(552
)


(123
)


(425
)(Loss) income from continuing operations before income tax
    (benefit) provision


(709
)


2,744



10,413



13,748Income tax (benefit) provision


(1,217
)


750



5,389



(50,413
)Consolidated income from continuing operations


508



1,994



5,024



64,161Consolidated income (loss) from discontinued operations, net of
    tax


517



(13,284
)


27,462



34,659Consolidated net income (loss) inclusive of noncontrolling
    interest


1,025



(11,290
)


32,486



98,820Income attributable to noncontrolling interest


(610
)


(387
)


(2,184
)


(524
)Net income (loss) attributable to Company stockholders

$
415


$
(11,677
)

$
30,302


$
98,296Amounts attributable to Company stockholders:(Loss) income from continuing operations

$
(194
)

$
703


$
2,872


$
63,637Income (loss) from discontinued operations


609



(12,380
)


27,430



34,659Net income (loss) attributable to Company stockholders

$
415


$
(11,677
)

$
30,302


$
98,296Basic income (loss) per common share:(Loss) income from continuing operations

$
(0.00
)

$
0.02


$
0.06


$
1.19Income (loss) from discontinued operations


0.01



(0.28
)


0.59



0.65Net income (loss) attributable to Company stockholders

$
0.01


$
(0.26
)

$
0.65


$
1.84Diluted income (loss) per common share:(Loss) income from continuing operations

$
(0.00
)

$
0.01


$
0.05


$
0.92Income (loss) from discontinued operations


0.01



(0.26
)


0.56



0.47Net income (loss) attributable to Company stockholders

$
0.01


$
(0.25
)

$
0.61


$
1.39Net Income Attributable to Company Stockholders Per Common
    Share:Numerator:(Loss) income from continuing operations 
    Basic(1)

$
(194
)

$
703


$
2,841


$
62,751Interest expense on 1.75% convertible notes, net of tax














876Interest expense on
    31/8%
    convertible notes, net of tax














2,472Effect of dilutive securities of subsidiary






(76
)


(188
)


(57
)(Loss) income from continuing operations  Diluted

$
(194
)

$
627


$
2,653


$
66,042Income (loss) from discontinued operations, net of
    tax  Basic and
    Diluted(1)

$
602


$
(12,380
)

$
27,137


$
34,176Denominator:Weighted-average shares  Basic


45,217



45,599



46,096



52,688Employee stock options, restricted stock and warrants






1,134



2,513



4,4701.75% Convertible notes














7,64031/8% Convertible
    notes














7,147Adjusted weighted-average shares after assumedconversions  Diluted


45,217



46,733



48,609



71,945     (1)
    
    Adjusted for the effect of
    participating non-vested restricted stock if dilutive to income
    per common share.  F-47




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2008First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterRevenue

$
80,650


$
85,964


$
96,777


$
110,071Cost of operations


30,927



31,968



34,225



38,018Sales and marketing


25,149



24,898



26,021



30,012General and administrative


20,849



22,778



22,493



21,933Depreciation and amortization


6,775



7,214



7,188



7,233Interest income (expense), net


5,411



1,477



2,750



(766
)Severance and other transaction expenses


4,259



765



1,135



782Gain on sale of EBS Master LLC


538,024











Restructuring














7,416Impairment of auction rate securities


60,108











Other income, net


115



99



138



640Income (loss) from continuing operations before income tax
    provision (benefit)


476,133



(83
)


8,603



4,551Income tax provision (benefit)


25,602



569



3,493



(3,026
)Equity in earnings of EBS Master LLC


4,007











Consolidated income (loss) from continuing operations


454,538



(652
)


5,110



7,577Consolidated income (loss) from discontinued operations, net of
    tax


3,057



(3,063
)


92,647



2,041Consolidated net income (loss) inclusive of noncontrolling
    interest


457,595



(3,715
)


97,757



9,618Income (loss) attributable to noncontrolling interest


3,845



(1,071
)


(1,845
)


(1,961
)Net income (loss) attributable to Company stockholders

$
461,440


$
(4,786
)

$
95,912


$
7,657Amounts attributable to Company stockholders:Income (loss) from continuing operations

$
458,322


$
(1,611
)

$
3,403


$
5,611Income (loss) from discontinued operations


3,118



(3,175
)


92,509



2,046Net income (loss) attributable to Company stockholders

$
461,440


$
(4,786
)

$
95,912


$
7,657Basic income (loss) per common share:Income (loss) from continuing operations

$
5.66


$
(0.02
)

$
0.04


$
0.08Income (loss) from discontinued operations


0.04



(0.04
)


1.13



0.03Net income (loss) attributable to Company stockholders

$
5.70


$
(0.06
)

$
1.17


$
0.11Diluted income (loss) per common share:Income (loss) from continuing operations

$
4.56


$
(0.02
)

$
0.04


$
0.08Income (loss) from discontinued operations


0.03



(0.04
)


1.11



0.03Net income (loss) attributable to Company stockholders

$
4.59


$
(0.06
)

$
1.15


$
0.11Net Income Attributable to Company Stockholders Per Common
    Share:Numerator:Income (loss) from continuing operations  Basic

$
458,322


$
(1,611
)

$
3,403


$
5,611Interest expense on 1.75% convertible notes, net of tax


1,146











Interest expense on
    31/8%
    convertible notes, net of tax


2,775











Effect of dilutive securities of subsidiary






(110
)


(188
)


(288
)Income (loss) from continuing operations  Diluted

$
462,243


$
(1,721
)

$
3,215


$
5,323Income (loss) from discontinued operations, net of
    tax  Basic and Diluted

$
3,118


$
(3,175
)

$
92,509


$
2,046Denominator:Weighted-average shares  Basic


80,959



81,157



81,644



67,193Employee stock options, restricted stock and warrants


1,763



1,609



1,693



5921.75% Convertible notes


10,107











31/8% Convertible
    notes


8,565











Adjusted weighted-average shares after assumedconversions  Diluted


101,394



82,766



83,337



67,785  F-48




---



##### Table of Contents



Schedule II.
    Valuation and Qualifying Accounts  Years Ended December 31, 2009, 2008 and 2007Balance at

Charged toBeginning

Costs and







Balance atof Year

Expenses

Acquired

Write-offs

Other

End of Year(in thousands)December 31, 2009Allowance for Doubtful Accounts

$
1,301


$
1,486


$



$
(1,276
)

$




1,511Valuation Allowance for Deferred Tax Assets


317,235



(67,781
)


131







(14,850
)(a)


234,735December 31, 2008Allowance for Doubtful Accounts


1,165



668







(532
)






1,301Valuation Allowance for Deferred Tax Assets


486,197



(194,057
)


24,775







320



317,235December 31, 2007Allowance for Doubtful Accounts


956



1,074







(865
)






1,165Valuation Allowance for Deferred Tax Assets


533,724



(40,176
)


1,449







(8,800
)(b)


486,197      (a)
    
    Primarily represents the valuation
    allowance released as a result of the effect of the Merger on
    state net operating loss carryforwards.  (b)
    
    Primarily represents the valuation
    allowance released as a result of (i) the adoption of new
    authoritative guidance relating to uncertain tax positions and
    (ii) stock option and warrant exercises, partially offset
    by the valuation allowance established relating to the
    Companys share of unrealized loss on the fair value of
    EBSCos interest rate swap agreements. S-1




---



##### Table of Contents



INDEX TO
    EXHIBITS  Exhibit No.

Description2
.1*

Stock Purchase Agreement, dated as of August 8, 2006,
    between HLTH Corporation (HLTH) and Sage Software,
    Inc. (incorporated by reference to Exhibit 2.1 to
    HLTHs Current Report on
    Form 8-K
    filed on August 11, 2006)2
.2*

Amended and Restated Agreement and Plan of Merger, dated as of
    November 15, 2006, among Emdeon Corporation, EBS Holdco,
    Inc., EBS Master LLC, Emdeon Business Services LLC, Medifax-EDI
    Holding Company, EBS Acquisition LLC, GA EBS Merger LLC and EBS
    Merger Co. (incorporated by reference to Exhibit 2.1 to
    HLTHs Current Report on
    Form 8-K
    filed on November 21, 2006)2
.3*

Securities Purchase Agreement, dated as of February 8,
    2008, among HLTH, EBS Master LLC, the voting members of EBS
    Master LLC and the purchasers listed therein (incorporated by
    reference to Exhibit 2.1 to HLTHs Current Report on
    Form 8-K
    filed on February 13, 2008)2
.4*

Agreement and Plan of Merger, dated as of June 17, 2009,
    between HLTH Corporation and WebMD Health Corp. (incorporated by
    reference to Exhibit 2.1 to the Current Report on
    Form 8-K
    filed by the Registrant on June 18, 2009, as amended on
    June 22, 2009)2
.5*

Stock Purchase Agreement, dated as of September 17, 2009,
    among SNTC Holding, Inc., Aurora Equity Partners III L.P.
    and Aurora Overseas Equity Partners III, L.P. (incorporated by
    reference to Exhibit 2.1 to the Current Report on
    Form 8-K
    filed by HLTH on September 22, 2009)2
.6*

Unit Purchase Agreement, dated as of November 2, 2006, by
    and among the Registrant, Subimo, LLC and the Sellers referred
    to therein (incorporated by reference to Exhibit 2.1 to the
    Current Report on
    Form 8-K
    filed by the Registrant on November 8, 2006) (the
    Subimo Purchase Agreement)2
.7

Amendment, dated December 3, 2008, to the Subimo Purchase
    Agreement (incorporated by reference to Exhibit 2.7 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2008 (the 2008
    Form 10-K))2
.8*

Stock Purchase Agreement, dated as of June 3, 2008, between
    SNTC Holding, Inc. and General Dynamics Information Technology,
    Inc. (incorporated by reference to Exhibit 2.1 to Amendment
    No. 1, filed on June 10, 2008, to the Current Report
    on
    Form 8-K
    filed by HLTH on June 4, 2008)2
.9*

Termination and Mutual Release Agreement, dated as of
    November 18, 2008, among the Registrant, Marketing
    Technology Solutions Inc., Jay Goldberg and Russell Planitzer
    (incorporated by reference to Exhibit 2.8 to the 2008
    Form 10-K)3
.1

Restated Certificate of Incorporation of the Registrant
    (incorporated by reference to Exhibit 3.1 to the
    Registrants Registration Statement on
    Form S-8
    filed on October 23, 2009 (Reg.
    No. 333-162651))3
.2

Amended and Restated By-laws of the Registrant (incorporated by
    reference to Exhibit 3.2 to the Registrants
    Registration Statement on
    Form S-8
    filed on October 23, 2009 (Reg.
    No. 333-162651))4
.1

Specimen Common Stock Certificate (incorporated by reference to
    Exhibit 4.1 in Amendment No. 1, filed on
    August 11, 2009, to the Registrants Registration
    Statement on
    Form S-4
    (Reg. No. 333-160530))4
.2

Indenture, dated as of June 25, 2003, between HLTH and The
    Bank of New York (incorporated by reference to Exhibit 4.1
    to HLTHs Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003)4
.3

Form of 1.75% Convertible Subordinated Note Due 2023
    (included in Exhibit 4.2)4
.4

First Supplemental Indenture, dated as of October 23, 2009,
    between the Registrant and The Bank of New York Mellon, as
    Trustee, to the Indenture for the 1.75% Convertible Notes
    due 2025 (incorporated by reference to Exhibit 4.4 to the
    Registrants Current Report on
    Form 8-K
    dated October 26, 2009)4
.5

Indenture, dated as of August 30, 2005, between HLTH and
    The Bank of New York (incorporated by reference to
    Exhibit 4.1 to Amendment, filed November 9, 2005 to
    HLTHs Current Report on
    Form 8-K
    filed on August 30, 2005) E-1




---



##### Table of Contents



Exhibit No.

Description4
.6

Form of
    31/8% Convertible

    Note Due 2025 (included in Exhibit 4.5)4
.7

First Supplemental Indenture, dated as of October 23, 2009,
    between the Registrant and The Bank of New York Mellon, as
    Trustee, to the Indenture for the
    31/8% Convertible
    Notes due 2025 (incorporated by reference to Exhibit 4.1 to
    the Registrants Current Report on
    Form 8-K
    filed October 26, 2009)10
.1

Form of Indemnification Agreement between HLTH and each of its
    directors and executive officers (incorporated by reference to
    Exhibit 10.1 to HLTHs Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002)10
.2

Form of Indemnification Agreement between the Registrant and its
    directors and executive officers (incorporated by reference to
    Exhibit 10.9 to the Registrants Registration
    Statement on
    Form S-1
    (No. 333-124832)
    (which we refer to as the IPO Registration
    Statement))10
.3**

WebMD Health Corp. Long-Term Incentive Plan for Employees of
    Subimo, LLC (incorporated by reference to Exhibit 10.2 to
    HLTHs Annual Report on
    Form 10-K
    for the year ended December 31, 2006)10
.4

Healtheon/WebMD Media Services Agreement dated January 26,
    2000 among HLTH, Eastrise Profits Limited and Fox Entertainment
    Group, Inc. (incorporated by reference to Exhibit 10.5 to
    HLTHs Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2000) , as amended by
    Amendment dated February 15, 2001 (incorporated by
    reference to Exhibit 10.2 to HLTHs Quarterly Report
    on
    Form 10-Q
    for the quarter ended March 31, 2001)10
.5**

Employment Agreement, dated as of November 9, 2006, between
    HLTH and Mark Funston (incorporated by reference to
    Exhibit 10.1 to HLTHs Current Report on
    Form 8-K
    filed on November 15, 2006)10
.6**

Amended and Restated Employment Agreement, dated as of
    August 3, 2005 between HLTH and Martin J. Wygod
    (incorporated by reference to Exhibit 10.1 to HLTHs
    Current Report on
    Form 8-K
    filed on August 5, 2005)10
.7**

Letter Agreement, dated as of February 1, 2006 between HLTH
    and Martin J. Wygod (incorporated by reference to
    Exhibit 10.3 to HLTHs Current Report on
    Form 8-K
    filed on February 2, 2006)10
.8**

Employment Agreement, dated September 23, 2004, between
    HLTH and Kevin Cameron (incorporated by reference to
    Exhibit 10.1 to HLTHs Current Report on
    Form 8-K
    filed September 28, 2004)10
.9**

Letter Agreement, dated as of February 1, 2006 between HLTH
    and Kevin M. Cameron (incorporated by reference to
    Exhibit 10.2 to HLTHs Current Report on
    Form 8-K
    filed on February 2, 2006)10
.10**

Amended and Restated Stock Option Agreement dated
    August 21, 2000 between HLTH (as successor to Medical
    Manager Corporation) and Martin J. Wygod (incorporated by
    reference to Exhibit 10.21 to HLTHs Annual Report on
    Form 10-K
    for the year ended December 31, 2000, as amended by
    Amendment No. 1 on
    Form 10-K/A)10
.11**

Letter Agreement, dated as of April 27, 2005, between HLTH.
    and Wayne T. Gattinella (incorporated by reference to
    Exhibit 99.1 to HLTHs Current Report on
    Form 8-K
    filed on May 3, 2005)10
.12**

Employment Agreement, dated as of April 28, 2005, between
    WebMD, Inc. and Wayne T. Gattinella (incorporated by reference
    to Exhibit 99.1 to HLTHs Current Report on
    Form 8-K
    filed on May 3, 2005)10
.13**

Form of Amended and Restated Stock Option Agreement dated
    August 21, 2000, between HLTH and Anthony Vuolo
    (incorporated by reference to Exhibit 10.54 to HLTHs
    Annual Report on
    Form 10-K
    for the year ended December 31, 2001, as amended by
    Amendment No. 1 on
    Form 10-K/A)10
.14**

Form of Amendment to HLTHs Equity Compensation Plans and
    Stock Option Agreements (incorporated by reference to
    Exhibit 10.1 to the Quarterly Report on
    Form 10-Q
    filed by HLTH on November 9, 2006) E-2




---



##### Table of Contents



Exhibit No.

Description10
.15**

2001 Employee Non-Qualified Stock Option Plan of HLTH, as
    amended (incorporated by reference to Exhibit 10.46 to
    HLTHs
    Form 10-K
    for the year ended December 31, 2001, as amended by
    Amendment No. 1 on
    Form 10-K/A)10
.16**

2002 Restricted Stock Plan of HLTH and Form of Award Agreement
    (incorporated by reference to Exhibit 10.21 to HLTHs
    Annual Report on
    Form 10-K
    for the year ended December 31, 2002)10
.17**

Amended and Restated 1996 Stock Plan of HLTH (incorporated by
    reference to Exhibit 10.8 to HLTHs Quarterly Report
    on
    Form 10-Q
    for the quarter ended March 31, 2006)10
.18**

Amended and Restated 1998 Employee Stock Purchase Plan of HLTH
    (incorporated by reference to Exhibit 99.27 to HLTHs
    Registration Statement on
    Form S-8
    (No. 333-47250)
    filed October 4, 2000)10
.19**

Amended and Restated 2000 Long-Term Incentive Plan of HLTH
    (incorporated by reference to Annex E to HLTHs Proxy
    Statement for its 2006 Annual Meeting filed on August 14,
    2006)10
.20**

WebMD, Inc. Amended and Restated 1997 Stock Incentive Plan, as
    amended (incorporated by reference to Exhibit 10.2 to
    HLTHs Registration Statement on
    Form S-8
    (No. 33-90795)
    filed November 12, 1999)10
.21**

Envoy Stock Plan (incorporated by reference to Exhibit 99.1
    to HLTHs Registration Statement on
    Form S-8
    (No. 333-42616)
    filed July 31, 2000)10
.22**

Amended and Restated 1989 Class A Non-Qualified Stock
    Option Plan of Synetic, Inc. (incorporated by reference to
    Exhibit 10.1 to Synetic, Inc.s Registration Statement
    on
    Form S-1
    (No. 333-28654)
    filed May 18, 1989)10
.23**

Amended and Restated 1989 Class B Non-Qualified Stock
    Option Plan of Synetic, Inc. (incorporated by reference to
    Exhibit 10.2 to Synetic, Inc.s Registration Statement
    on
    Form S-1
    (No. 333-28654)
    filed May 18, 1989)10
.24**

1991 Director Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.2 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-46640)
    filed March 24, 1992)10
.25**

Amended and Restated 1991 Special Non-Qualified Stock Option
    Plan of Synetic, Inc. (incorporated by reference to
    Exhibit 4.3 to Synetic, Inc.s Registration Statement
    on
    Form S-8
    (No. 333-36041)
    filed September 19, 1997)10
.26**

Medical Manager Corporations 1996 Amended and Restated
    Long-Term Incentive Plan (incorporated by reference to
    Exhibit 10.1 to Medical Manager Corporations
    (Commission
    File No. 0-29090)
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 1998)10
.27**

Medical Manager Corporations 1996 Amended and Restated
    Non-Employee Directors Stock Plan (incorporated by
    reference to Exhibit 10.2 to Medical Manager
    Corporations (Commission
    File No. 0-29090)
    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1997)10
.28**

1996 Class C Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.1 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-36041)
    filed September 19, 1997)10
.29**

1997 Class D Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.2 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-36041)
    filed September 19, 1997)10
.30**

1998 Class E Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.1 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-72517)
    filed February 17, 1999)10
.31**

The 1999 Medical Manager Corporation Stock Option Plan for
    Employees of Medical Manager Systems, Inc. (incorporated by
    reference to Exhibit 10.28 to Medical Manager
    Corporations Annual Report on
    Form 10-K
    for the year ended June 30, 1999)10
.32**

1998 Porex Technologies Corp. Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.2 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-72517)
    filed February 17, 1999)10
.33**

CareInsite, Inc. 1999 Officer Stock Option Plan (incorporated by
    reference to Exhibit 10.18 to Amendment No. 6 to
    CareInsite, Inc.s Registration Statement on
    Form S-1
    (No. 333-75071)
    filed June 11, 1999) E-3




---



##### Table of Contents



Exhibit No.

Description10
.34**

CareInsite, Inc. 1999 Employee Stock Option Plan (incorporated
    by reference to Exhibit 10.17 to Amendment No. 6 to
    CareInsite, Inc.s Registration Statement on
    Form S-1
    (No. 333-75071)
    filed June 11, 1999)10
.35**

CareInsite, Inc. 1999 Director Stock Option Plan
    (incorporated by reference to Annex H to the Proxy
    Statement/Prospectus, filed on August 7, 2000, and included
    in HLTHs Registration Statement on
    Form S-4
    (No. 333-39592)10
.36**

Amendment to Company Stock Option Plans of Medical Manager
    Corporation and CareInsite, Inc. (incorporated by reference to
    Exhibit 99.28 to HLTHs Registration Statement on
    Form S-8
    (No. 333-47250)
    filed October 4, 2000)10
.37**

2004 Non-Qualified Stock Option Plan for Employees of VIPS, Inc.
    (incorporated by reference to Exhibit 10.2 of HLTHs
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004)10
.38**

Stock Option Agreement between HLTH and Wayne Gattinella dated
    August 20, 2001 (incorporated by reference to
    Exhibit 4.8 to HLTHs Registration Statement on
    Form S-8
    (No. 333-888420)
    filed May 16, 2002)10
.39**

WebMD Health Corp. Amended and Restated 2005 Long-Term Incentive
    Plan (the 2005 LTIP) (incorporated by reference to
    Exhibit 4.1 to the Registrants Registration Statement on
    Form S-8
    filed on October 23, 2009 (Reg.
    No. 333-162653))10
.40**

Amended and Restated Employment Agreement, dated as of
    July 14, 2005, between WebMD Health Corp. and Anthony Vuolo
    (incorporated by reference to Exhibit 99.2 to HLTHs
    Current Report on
    Form 8-K,
    as amended, filed with the Securities and Exchange Commission on
    July 19, 2005)10
.41**

Form of Restricted Stock Agreement with Employees (incorporated
    by reference to Exhibit 4.2 to the Registrants
    Registration Statement on
    Form S-8
    filed on October 23, 2009 (Reg.
    No. 333-162653)10
.42**

Form of Restricted Stock Agreement with Non-Employee Directors
    (incorporated by reference to Exhibit 10.49 to the IPO
    Registration Statement)10
.43**

Form of Non-Qualified Stock Option Agreement with Employees
    (incorporated by reference to Exhibit 4.3 to the
    Registrants Registration Statement on
    Form S-8
    filed on October 23, 2009 (Reg.
    No. 333-162653))10
.44**

Form of Non-Qualified Stock Option Agreement with Non-Employee
    Directors (incorporated by reference to Exhibit 10.51 to
    the IPO Registration Statement)10
.45**

Employment Agreement between WebMD Health Holdings, Inc. and
    Douglas W. Wamsley (incorporated by reference to
    Exhibit 10.15 to the IPO Registration Statement)10
.46**

Employment Agreement between WebMD Health Holdings, Inc. and
    Nan-Kirsten Forte (incorporated by reference to
    Exhibit 10.16 to the IPO Registration Statement)10
.47**

Employment Agreement between WebMD Health Holdings, Inc. and
    Steven Zatz, M.D. (incorporated by reference to
    Exhibit 10.17 to the IPO Registration Statement)10
.48**

Employment Agreement between WebMD Health Holdings, Inc. and
    Craig Froude (incorporated by reference to Exhibit 10.18 to
    the IPO Registration Statement)10
.49

Agreement of Lease, dated as of June 30, 2004,
    between III Chelsea Commerce LP and WebMD, Inc.
    (incorporated by reference to Exhibit 10.45 to the IPO
    Registration Statement)10
.50

First Amendment to the Lease Agreement, dated as of
    December 21, 2004, between III Chelsea Commerce LP and
    WebMD, Inc. (incorporated by reference to Exhibit 10.46 to
    the IPO Registration Statement)10
.51

Services Agreement, dated as of February 12, 2004, between
    WebMD, Inc. and Fidelity Human Resources Services Company LLC
    (f/k/a Fidelity Employer Services Company LLC) (incorporated by
    reference to Exhibit 10.47 to the IPO Registration
    Statement)10
.52**

Form of Restricted Stock Agreement between HLTH and Employees
    for Grants Under HLTHs 2000 Long-Term Incentive Plan
    (incorporated by reference to Exhibit 10.57 to HLTHs
    Annual Report on
    Form 10-K
    for the year ended December 31, 2005) E-4




---



##### Table of Contents



Exhibit No.

Description10
.53**

Form of Non-Qualified Stock Option Agreement between HLTH and
    Employees for Grants Under HLTHs 2000 Long-Term Incentive
    Plan (incorporated by reference to Exhibit 10.58 to
    HLTHs Annual Report on
    Form 10-K
    for the year ended December 31, 2005)10
.54**

Form of Non-Qualified Stock Option Agreement between HLTH and
    Employees for Grants Under HLTHs 1996 Stock Plan
    (incorporated by reference to Exhibit 10.59 to HLTHs
    Annual Report on
    Form 10-K
    for the year ended December 31, 2005)10
.55

Loan Agreement, dated as of April 28, 2009, between
    Citigroup Global Markets Inc. and HLTH Corporation (incorporated
    by reference to Exhibit 10.1 to HLTHs Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2009)10
.56

Amended and Restated Loan Agreement, dated as of April 28,
    2009, between Citigroup Global Markets Inc. and WebMD Health
    Corp. (incorporated by reference to Exhibit 10.1 of the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2009)10
.57**

Amendment No. 2, dated as of December 1, 2008, between
    HLTH and Martin J. Wygod (incorporated by reference to
    Exhibit 10.1 to HLTHs Current Report on
    Form 8-K
    filed on December 5, 2008)10
.58**

Letter Agreement, dated December 29, 2008, between HLTH and
    Martin J. Wygod (incorporated by reference to Exhibit 10.52
    to HLTHs Annual Report on
    Form 10-K
    for the year ended December 31, 2008)10
.59**

Amendment to Employment Agreement, dated as of December 16,
    2008, between HLTH and Kevin M. Cameron (incorporated by
    reference to Exhibit 10.53 to HLTHs Annual Report on
    Form 10-K
    for the year ended December 31, 2008)10
.60**

Letter Amendment, dated as of December 10, 2008, between
    HLTH and Mark D. Funston (incorporated by reference to
    Exhibit 10.54 to HLTHs Annual Report on
    Form 10-K
    for the year ended December 31, 2008)10
.61**

Letter Amendment, dated as of December 10, 2008, between
    the Registrant and Wayne T. Gattinella (incorporated by
    reference to Exhibit 10.53 to the 2008
    Form 10-K)10
.62**

Letter Amendment, dated as of July 9, 2009, among HLTH
    Corporation, WebMD Health Corp. and Martin J. Wygod
    (incorporated by reference to Exhibit 10.1 to the Current
    Report on
    Form 8-K
    filed by the Registrant on July 14, 2009)10
.63**

WebMD, LLC Supplemental Bonus Program Trust Agreement
    (incorporated by reference to Exhibit 10.48 to Amendment
    No. 1, filed on April 29, 2008, to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2007)10
.64**

Amendment No. 1 to WebMD Supplemental Bonus Program
    Trust Agreement (incorporated by reference to
    Exhibit 10.58 to Amendment No. 1, filed on
    April 30, 2009, to the 2008
    Form 10-K)10
.65**

Letter Agreement, dated as of October 1, 2007, between the
    Registrant and William Pence (incorporated by reference to
    Exhibit 10.59 to Amendment No. 1, filed on
    April 30, 2009, to the 2008
    Form 10-K)10
.66**

Letter Amendment, dated as of December 10, 2008, between
    the Registrant and William Pence (incorporated by reference to
    Exhibit 10.60 to Amendment No. 1, filed on
    April 30, 2009, to the 2008
    Form 10-K)10
.67**

Amendment, dated as of December 10, 2008 to Amended and
    Restated Employment Agreement between the Registrant and Anthony
    Vuolo (incorporated by reference to Exhibit 10.55 to the
    2008
    Form 10-K)10
.68**

Letter Amendment, dated as of December 14, 2008, between
    the Registrant and Nan Forte (incorporated by reference to
    Exhibit 10.56 to the 2008
    Form 10-K)10
.69**

Letter Agreement, dated as of February 19, 2009, between
    HLTH and Anthony Vuolo (incorporated by reference to
    Exhibit 10.57 to the 2008
    Form 10-K)10
.70

Note Purchase Agreement, dated October 19, 2009, among SNTC
    Holding, Inc., Porex Holding Corporation, Porex Corporation and
    Porex Surgical, Inc. (incorporated by reference to
    Exhibit 10.1 to HLTHs Current Report on
    Form 8-K
    filed October 20, 2009)10
.71**

Restricted Stock Agreement, dated November 3, 2009, between
    the Registrant and Anthony Vuolo E-5




---



##### Table of Contents



Exhibit No.

Description10
.72**

Letter Amendment, dated as of November 3, 2009, between the
    Registrant and Kevin M. Cameron10
.73**

Letter Agreement, dated as of October 30, 2009, between the
    Registrant and Mark Funston12
.1

Computation of Ratio of Earnings to Fixed Charges14
.1

Code of Business Conduct (incorporated by reference to
    Exhibit 10.58 to Amendment No. 1, filed on
    April 30, 2009, to the 2008
    Form 10-K)21
.1

Subsidiaries of the Registrant23
.1

Consent of Ernst & Young LLP, Independent Registered
    Public Accounting Firm23
.2

Consent of Ernst & Young LLP, Independent Auditors for
    Exhibit 99.531
.1

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer of the Registrant31
.2

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer of the Registrant32
.1

Section 1350 Certification of Chief Executive Officer of
    the Registrant32
.2

Section 1350 Certification of Chief Financial Officer of
    the Registrant99
.1

Explanation of Non-GAAP Measures99
.2

Audit Committee Charter99
.3

Compensation Committee Charter99
.4

Nominating & Governance Committee Charter99
.5

Consolidated Financial Statements of EBS Master LLC for the Year
    Ended December 31, 2007 and the Period from
    November 16, 2006 to December 31, 2006 (incorporated
    by reference to Exhibit 99.1 to HLTHs Annual Report
    on
    Form 10-K
    for the year ended December 31, 2007)     *
    
    With respect to the agreements filed as Exhibits 2.1
    through 2.6 and Exhibits 2.8 and 2.9, certain of the
    exhibits and the schedules to those agreements have been omitted
    pursuant to Item 601(b)(2) of
    Regulation S-K.
    The Registrant will furnish copies of any of the exhibits and
    schedules to the Securities and Exchange Commission upon request.**
    
    Agreement relates to executive compensation.
    
    Portions of this exhibit were redacted pursuant to confidential
    treatment request filed with the Secretary of the Securities and
    Exchange Commission pursuant to Rule 406 under the
    Securities Act of 1933, as amended. E-6